A Path of Stone
by MutteringsofMadness
Summary: Kili was glad that their journey had gone as smoothly as it had up until that point. Besides a few—alright, many—hiccups, it was all going according to plan. But she…She was not according to plan. She put a bit of an irreparable kink in the plan. Mucked it right up. And yet, Kili just couldn't bring himself to be too upset about it. UPDATES EVERY WEDNESDAY
1. Chapter 1

**CHAPTER ONE**

" _The world was on fire, and no one could save me but you."_

 _-Theory of a Deadman: "Wicked Game"_

* * *

He couldn't remember having been this cold before.

Surely, he had been, but the frost collecting in his nose and the icicles forming in his hair blurred out most of his thoughts. Kili kept his eyes down, locked onto the heavy footprints of his brother, only feet ahead of him, but barely visible through the blizzard. Luckily for them, the snow wasn't too deep, hardly coming up to their ankles. This luck didn't hold out, as this meant that the bitter mountain winds were keeping the snow suspended in the air around them, whipping the space into an almost opaque frenzy.

The storm had come up on them far too quickly, not half a week after they left Rivendell. Oin had warned them that a storm was to come, but with no place to take shelter, they assumed their best bet would be to outmarch the storm.

They had, unfortunately, lost that bet by a mile.

Lost in his mind, Kili failed to notice the rock that his toe had caught on. In one heart-thudding moment, he felt himself pitching forward, arms flailing out to catch him as best they could with the snow-laden weight of his coats. Before he could connect with the ground, however, he felt something grab his shoulder, hauling him back up to his feet. Once stable, Kili glanced over his shoulder to find Dwalin grimacing against the whipping frost. "Watch your footing, laddie." Kili merely nodded, his lips too numb and stiff to speak. Dwalin jerked his chin forward. "Eyes up, something ahead."

Kili turned to see that this was indeed true. A dark shape stood out against the far-away light of the setting sun. It was low to the ground and a blocky shape and he could already see this discovery was causing commotion in the company ahead of him. Kili only caught bits and pieces of the conversation as the wind carried the sound to him, but after a moment of eye-aching chill, he had to tuck his face back into the relative warmth of his scarf. It was sodden and cold with snot and his breath, but it was better than nothing. One word came up strong enough to make him perk his head again. "Inn?" he repeated.

Fili, ahead of him, turned. He was already grinning as best Kili could see. "Gloin checked. It's an inn."

Kili blinked in disbelief. "Really?"

Fili was already turned around, trotting towards the building, which was coming sharper into view. It was a sturdy frame, low to the ground and built into a cliffside that rose far out of his view into the pale skies. The sheer bleakness of it made his stomach flip, but he shook that off to jog after his brother. The door of the inn cut a sliver of golden light into the blizzard as the first dwarf reached it, and this only increased Kili's urgency. Mahal above, he just wanted to feel _warmth_ again.

It wasn't long, before Kili felt the ground rise into flagstones under his boots, and he narrowly stopped himself from tripping again as he vaulted up onto the wooden porch. He wasted no time, shoving past Fili and through the entrance.

Passing the threshold of the door was like stepping into a hot bath. His face burned deliciously, heat crawling in licks across every scrap of his exposed skin.

Kili's moment of bliss was somewhat interrupted as more dwarves shoved him further through the doorstep, but at that point he hardly minded. He spared a glance up as he unwound his scarf and shucked his gloves. The inn was a humble affair, unlikely qualified to easily house their whole company of dwarves and hobbit. The somewhat frightened look of the innkeeper confirmed these thoughts.

Two long wooden tables fit snugly into the room, a rough-hewn bar across the back wall with a few wooden stools. A flowery curtain separated the room from what Kili's nose determined to be the kitchen. A hearth rested on either side of the room, already occupied with a few dwarves each, who were just as desperate as Kili to dump their soggy gear.

Once his coat was dropped unceremoniously onto the table, Kili felt he was able to breathe. He collapsed heavily onto a stool, and turned to see his brother slumped next to him. Fili looked like he'd been dragged through an icy river, his golden hair matted across his forehead, cheeks and nose flushed bright pink. Fili looked at his hands in awe, flexing the raw, red knuckles. "Still can't feel 'em."

Kili snorted. "Told you to bring your sheepskin gloves."

His chiding got him a swift elbow to the ribs.

Kili's chuckles turned into a heavy sigh as he dropped his head into his hands. Now that his adrenaline was fading, the weight of a hard day's march was settling heavy into his bones. He was in shape well enough, but even for him, it had been a very long day. Poor Bilbo was probably half dead with the strain.

He lifted his head, sniffling his runny nose. "Where's Bilbo?"

Fili shrugged, bending to unlace his boots. "Ori?" He suggested.

Kili looked to the younger dwarf, but other than Dori fussing over him, he was alone. "No…" His eyes swept the room again, before he shoved his brother. "Fee, he's not here."

Fili's head shot up, boots forgotten in a moment. "What?"

"Bilbo's not in here."

After he had checked the room as Kili had, Fili stood. "Bilbo?"

"Has anyone seen Bilbo?" Kili asked, raising his voice over the chatter of the dwarves.

Silence fell as they all glanced around themselves, almost in a daze of exhaustion, looking for the hobbit. Fili swore. "Kee, go tell Thorin, I'm going outside."

Worry set into Kili's gut, hard and thudding. "Don't go far."

Fili nodded, shoving his feet back into his boots. Kili took a deep breath, refusing to think of the possible consequences of the hobbit being left out in the chill. Fortified, he went to see his uncle, who was standing, talking to the innkeep at the bar, with Gloin at his side. "Thorin."

Thorin ignored Kili, so he tried again, this time letting more urgency leak into his tone. " _Thorin."_

"What is it?" Thorin growled, turning. Clearly the weather hadn't improved his temper.

"Bilbo's missing."

Thorin quirked a brow. "Missing?"

"Yes, missing. Not here. Didn't come in."

"Are you sure?" Thorin asked.

"Yes, I'm bloody _sure,"_ Kili hissed, seeing the innkeep look over in confusion.

A frown deepened the set of Thorin's brow. "Are you going to find him?"

Kili blinked in surprise. "Well—yes, of course!" He suddenly found himself bristling at the prospect of not going out to find the last member of their company.

Thorin shrugged slightly. "If that's what you wish, I don't see why you're not at it now."

Kili sputtered for a response, only feeling more ruffled. He wasn't some young pup that Thorin could—no. That thinking wasn't helping him here. Thorin was right; he should have already been out there, searching. He turned on his heel towards his coats, throwing them back on. Dwalin approached, asking, "What's going on? Where's your brother off to?"

"Bilbo's gone," Kili bit out.

"Gone?"

"Yes, gone."

Dwalin sighed heavily. "You head on out there. I'll follow after in a moment."

Kili felt a part of his heart briefly warm, even as Dwalin walked away to his coats grumbling. Dwalin may not have been over fond of Bilbo, but at least he still cared for Kili and Fili's wellbeing. Kili threw on his scarf and was pulling on his gloves as he shouldered past the heavy wooden door.

The sudden darkness almost startled him. His bones creaked and ached instantly as the snow nipped at his face, and he fought back a groan, squinting through the darkness. He had only gone a few yards into the blizzard, when Fili's voice carried to him. "Found him!"

Kili started momentarily, his footsteps pausing. However, with his brother still out of sight, he plunged further into the growing night. It clutched about him cold and empty, the wind a roar against his ears. "Fili," He mustered the breath to shout. "Fili where—"

"Quiet!" An unfamiliar voice hissed, barely audible over the dull roar of the storm. A hand fell on Kili's shoulder, causing him to nearly jump right out of his skin. He looked up to see a dark figure practically towering over him. "You'll attract wolves."

Kili tried not to look too startled as he took a more defensive stance, ripping his shoulder away from the person's grip. "Where's my brother? Who are—"

The figure jerked a thumb over his shoulder. "They're safe."

Kili looked past him and soon saw Fili's figure trudging along. His cloak was spread wide, and upon closer inspection, Kili could see a small shape struggling to keep up at his side. Fili glanced up to see Kili and tried to grin. "He's safe, brother!"

Relief washed over him, but a sharp sound of displeasure from the tall man caught his attention back. "The _wolves."_

As if on cue, a piercing howl cut through the storm. Another creature responded, and Kili's heart sank into his boots a call broke back through the dark. The figure tensed and Kili peered up through hoods and scarves to see two dark eyes widen in alarm. In a moment, they flicked over to Kili's and held his gaze as he said, "Quickly. Head back. I'll help them."

Kili felt torn for a moment, looking to see that Fili had doubled down, but a sharp shove on his shoulder got him moving back towards the inn whether he liked it or not. He looked back to see the man had plucked Bilbo off the ground and was now practically dragging him across the snow, as Fili, unencumbered ran for the inn. Another howl sent chills across Kili's skin. It sounded closer. He swallowed back his ragged breath and charged forward, keeping his head down and eyes to the ground. Just as Kili's feet hit the flagstones, the door opened, a fully wrapped Dwalin stepping out into the gale. "Back inside," Kili barked.

Dwalin looked confused. "What's that?"

"Wolves," Kili said, which was rendered redundant, as two howls in chorus broke out, followed by some excited barking. "Fili found Bilbo, they're coming back."

Dwalin gave him a curt nod. "I'll get them inside. Get something to bar the door."

Kili needed no further encouragement, stepping into the threshold. He spared one glance over his shoulder though, to see that Fili, Bilbo and the man were only a few more yards away from the porch. Kili hurried inside as more yips and snarls echoed out of the shadows, close enough to feel their hunger.

Luckily, upon entering, the innkeep was next to the door, peering out nervously. "We need a bar," Kili said firmly, not wasting any time with formalities.

The man blinked, seeming surprised at Kili's urgency. "A bar?"

"To block the door. Wolves."

A murmur of surprise went up about the room at his words, and with a wide-eyed nod, the man was shuffling away behind the counter, Nori and Dori hurrying after him to help. As Kili caught his breath, trying to listen out the door, Ori approached. His hands were shaking, But he was trying his best to look brave. "Kili, are they—"

"They're on their way," Kili replied. "They've got Bilbo. Dwalin's out there." Ori nodded. "Now move away, they're going to be in a—"

He was cut off as the door burst open, Fili practically falling in, followed by the man, a huffing Bilbo, and finally Dwalin, shouting at them to haul their arses faster. Once they were all inside, Kili helped him slam the door shut, stepping aside just in time for the innkeep and Nori to drop into place a heavy wooden bar, hooking through the door latch. Just as the door was secured, they all jumped as a heavy thump sounded on the doors, accompanied with a yelp. They watched on anxiously, hands at the ready on weapons as the thud turned into the sound of claws scraping on wood, and the snarling of a hungry beast.

After a few moments, it seemed their assailant lost hope, the sounds retreating with some yelps and whining. With a few resounding howls, the yips and yaps of the animals faded back into the wrath of the storm.

Finally, Kili breathed. He was covered in a slick of cold sweat, but looking out, he was entirely relieved to see his whole company was safe, hobbit and all.

Fili clapped him on the shoulder, suddenly breaking into a loud laugh. Kili was unsure what was so funny, but hearing the sound of his brother's chuckling, he soon found himself laughing right along with him, be it from relief, adrenaline, exhaustion, or all three. This chuckling spread almost contagiously to the rest of company, except Bilbo, who seemed somewhat shell-shocked as Ori lead him away to a fire. Fili made it to a stool just in time to collapse down onto it, his coats effectively soaking everything around him with snowmelt. Kili slumped down next to him, letting all of the day's tension fall out of his body. "That was close," Fili sighed, mirth twinkling in his eyes.

"Aye," Kili chuckled in return, shaking his head. "It was."

"You're hopelessly irresponsible."

Kili and Fili's heads perked up at the sound of that. They turned to see that the man had sat down across the table from them, shedding layers as he—she, rather, continued to speak. "You're damned lucky I was following so close and fast behind you all. That little one dropped behind, and couldn't see a thing. Could have fallen off a cliff for all you would have known—or frozen to death more likely. Or been eaten by those wolves, for that matter! What _is_ it with you lot and shouting in the dead of night in the mountains anyway? What would possess you to- Those wolves are _hungry_ and they know prey is weaker in foul weather. You shouldn't have been travelling at all—"

Her words were tuned out as Kili watched the woman in pure fascination. Underneath her layers and packs, she seemed much less intimidating, still a head or two taller than him, but far too skinny to do any real damage. A scarf and hood remained tightly wound around her hair and shielded most of the bottom half of her face, but Kili could see that this was most certainly a woman. She had high, sharp cheekbones, and pale, weather-flushed skin. Her eyes were some shade of dark, slightly slanted in an unfamiliar angle, and blazing with the passion of telling them how brainless they were. Her lips may have been nice, but they were currently set in a scowl. Curls of dark brown hair sprung out from the scarf, giving her an almost deranged look. Perhaps she could have been pretty, but...no, she wasn't pretty. Too bony and ragged for pretty. Interesting, perhaps.

Kili quirked a smile as it seemed she had run out of words, ripping her gloves off with a huff. "Is that all?"

She shot him a glare, her brow quirking slightly at the playfulness of his tone. "Aye," She admitted, appearing to be a bit ruffled by her outburst.

"Well now that we've got that out of the way," Kili pulled off his glove and leaned across the table, offering his hand to shake. "My name's Kili."

"Fili," his brother introduced, with a chipper nod towards the girl.

Her eyebrow lifted further. "Brothers?" She leaned up over the table, taking Kili's hand in a firm grip. Her hands were slight, all bones and calloused skin, still cold and chapped from the weather outside.

"How'd you guess?"

"Was it our similarly dashing good looks?" Fili prodded, grinning at her, as he shrugged off his jacket, leaving him in a soaked tunic.

Kili could have sworn the woman rolled her eyes, but she shrugged. "Or the rhyming names. Dwarves aren't difficult to figure out."

"Now, that can't be true," Kili teased. "What was your name again?"

She looked almost startled by the question. "Hm?"

"Your name?" Fili prodded, smiling.

"Oh, Gwen."

"Gwen," Kili repeated, rolling the name around his tongue to taste. Simple, but fitting enough, he supposed. He'd have to be sure not to forget it. "We're indebted to you now, you know."

"Ah, no, that's quite alright," she mumbled, almost flushing a little if Kili wasn't mistaken.

"No, no, it's quite true," Fili insisted.

"What would you like from me, then?" Kili asked, leaning in to her slightly, his tone lowering, eyes locking on hers. "Anything you'd like, love. A drink? A meal? A room? A bed?" He tossed in a slight wink at the end, which sent Fili practically chortling with barely hidden glee.

To her credit, Gwen didn't sputter or flush like many of the other girls that Kili turned his attention to before. She opened her mouth to speak, but shut it quickly, as she broke eye contact. "No, Master Dwarf, that'll be quite alright. Call it my good deed of the century."

Kili let the smirk he was hiding slide across his face. "None of that 'master dwarf,'" He corrected her. "Call me Kili. Although 'master' could come in later, if that's what you like."

Fili smacked his arm hard, roaring with laughter, and Kili doubted Gwen could possibly look more exasperated. He grinned. She seemed hostile, but she wouldn't take too long to break. "I'm joking," he assured her.

"Aye, well, I'm going to check on the hobbit," she huffed, pushing back from the table to stand.

Kili stood as well. "Hobbit? How do you know that?" He and his brother hadn't heard the term until they reached the Shire.

She shrugged as she began her way towards the hearth where Bilbo sat, bundled in a chair, his feet nearly being licked by the flames. "Travelled through Bree not two months ago. They were about."

Kili nodded, following her over. "And what brought you to Bree?"

Without taking a beat, she responded, "Travelling."

Kili snorted. "Aye, thanks. I meant why were you travelling?"

She turned over her shoulder to fix him with a look. "I meant not to tell you." Before Kili could respond, she had knelt down next to Bilbo, who looked somewhat surprised to see her again. "How are you, Master Hobbit?"

Despite being wrapped head to toe in blankets and looking quite like an overly fluffed mattress set, Bilbo tried to retain some sense of dignity, shuffling up straighter, and nodding curtly towards her. "Much better, thank you."

"That so?" her expression softened into a slight smile. "Perhaps you should get those feet wrapped."

Bilbo's protests began immediately. "Oh no, that's—I hate-That won't be necessary," he fussed, his furry toes, although red with cold, curling at the detestable suggestion. "I'll be quite alright, thanks to you. And," He cleared away his momentary upset. "Thank you, indeed. Very much. You saved my life."

Any reply Gwen may have had was cut off by Fili coming up behind Bilbo, and ruffling his damp hair. "Oh, we would have come along in a few moments, Mister Boggins."

"Doubtful," Gwen snorted, sending him a challenging look. "Not how I found him, off the—"

Bilbo made a few "oops" and "ah"s as he cut her off, a flush darkening his already pink cheeks. "That—um- Perhaps—"

"Ah, right," Gwen said, a knowing smile in her eyes as she tapped the side of her nose confidentially. "Of course, Master—"

She paused and Bilbo hurried to fill in for her: "Bilbo. Bilbo Baggins."

"Gwen." She offered out a hand for him to shake, and he did his best to get a hand from under the blankets, quivering still with the cold.

"It's good to meet you, Gwen," Bilbo said.

"You as well, Master Baggins." Gwen stood, giving the hobbit one last smile, before her eyes met Kili's briefly. "I'm off to find a room."

She was already walking away, but Kili called after her. "You'll be back down then, I hope?"

She shrugged, continuing her way to the innkeep. Fili tugged on his sleeve, calling his attention to the center of the room, where Thorin was clearing his throat. "They've three empty rooms," He told them as they all turned to look. "Fili, Kili, Dwalin, Balin, you'll be with me. Ori, Dori, Nori, and Bilbo, you'll be in one. The rest have the other. Move your things in now, dinner will be served in half an hour."

There were nods and grumbles of assent, and Kili started towards his things. A sudden thought had him turning back, to his brother's confusion. "We're taking all available rooms," Kili reminded him. "That means—"

"Gwen," Fili finished, as he followed Kili back to the bar.

Gwen was just finishing up her conversation with the barkeep, who turned around, disappearing behind the curtain. Her lips were set in a thin line.

Kili smirked. "Did you find out you're going to have to bunk with us?"

"I don't kick in my sleep, I'm good to share with, I swear," Fili added, tone serious but laughter in his eyes.

"In your dreams, Master dwarf." She bit back. "I'll be sleeping in the attic."

"Sounds…cozy," Kili commented, with no small dose of sarcasm.

"Stuff it," Gwen shot back, returning to her pack and cloaks. "It's your fault I'm going to be up there."

"In our defense, we offered an alternative," Fili argued.

"Won't it get a wee bit cold?" Kili asked, a bit of actual concern creeping into his tone.

She shrugged. "I've got blankets."

"Well, if you're in need of a _dwarf_ blanket, if you understand my meaning, you know who to come to."

Kili's comment made Fili giggle, but only made Gwen glare as she picked her belongings up from the ground. "Are you ever going to stop with that?"

Kili caught her full attention, before saying quite seriously, "I think that depends on whether you really want me to or not, love." While he loved ruffling feathers, he didn't want to make her, or anyone for that matter, truly too uncomfortable. He may be insufferable, but he wasn't cruel.

He could see that part of her wanted to protest, but that a bit of her resolve crumbled under the weight of his warm gaze. "Stuff it," she mumbled, barely audible, breaking the eye contact, and starting off to the back door.

"What was that?" Kili asked after her.

"I said stuff it, Kili," she said back, not bothering to turn around. Her tone was disdainful, but Kili already knew better than to take her too seriously.

"You're repeating yourself," Kili jabbed at her, but she didn't reply, disappearing through the doorway.

"She's fun," Fili said, as he bent to gather his things.

"Well enough," Kili agreed. "We'll wear her down soon."

* * *

Their room was small, and there were only two cots, which were silently set aside for Balin and Thorin. Respecting your bloody elders and all that. This meant that Fili, Kili and Dwalin were given nothing more than a sack of hay on the floor for their beds. They had slept in worst, certainly, but it wasn't any kind of luxury accommodations. Still, the room was fairly warm, one wall built directly up against the cliff face, with a tiny fireplace lighting the room, and they were able to change out of their soaked clothing, into warmer garb.

He overheard Thorin and Balin discussing their plans. Obviously, they would have to stay the night, but if conditions had let up even a little bit, they would ideally be on the road by the next afternoon. While Kili's sore feet protested this idea, he knew that their pace was necessary if they were to reach the mountain in time.

Dinner came very welcome to the lot of them, although it was a simple affair. The innkeep's two daughters helped serve each of them a scoop of plain, cooked potatoes, a hash of salted ham and smoked sausage, all covered with a thick, steaming gravy. The girls giggled at the sight of them, and Kili wondered if they had even seen a dwarf before. The inn was isolated, and according to the innkeep's relaxed chatter from behind the bar, they didn't often receive guests.

The two tables were already set with loaves of thick bread, and a small bowl of butter, and to the dwarves' delight, great brimming mugs of ale. A glance to Thorin told Kili that this had probably been a special request of his, if the well-hidden smile on his face was anything to tell of it. They all sat down with great gusto, Kili finding himself surrounded by his brother, Nori, Bilbo and Bofur. They dug in happily, the food and conversation revitalizing their moods.

A few minutes into the meal, Gwen appeared in the doorway, looking out at the relative chaos with a raised brow. She seemed wary, and a bit taken aback as one of the girls ran up to her side, presenting her with a plate of food and a mug of ale. "Come over 'ere!" Fili called through a mouthful of bread, spitting crumbs across the table. Bilbo flinched away from the spray, a look of faint disgust on his face. Kili was impressed. A week ago, this would have sent the hobbit swooning. It seemed he was beginning to get used to their company.

Gwen looked over at the sound of his voice. "Um—"

"Yes, you!" Fili called again. He slid over, patting the now empty spot on the bench next to him. "I won't bite."

Kili could swear Gwen rolled her eyes, but she submitted, making her way over to the end of the bench, sitting down. "Gwen, this is Nori, Gloin, Ori, Dori, Oin, Bifur, Bofur—"

Gwen's eyes were wide. "There's no way I'm remembering all of that."

Bofur chuckled, but smiled warmly at her. "It's alright. I hardly remember them myself. Name's Bofur. Am I to believe you're the hero of the night?"

She cringed. "Hero's a strong term, but aye, certainly. I'm Gwen."

Nori nodded to her, lifting his mug. "Nori, at yer service."

She nodded, digging into her food.

Conversation continued easily from there, spiraling uselessly but enjoyably into the warm, smoky air. While the food ran out fairly quickly, especially in Bombur's tragic case, their drinks were refilled enough to satisfy them. It wasn't a particularly good draught, a little thin tasting, but there was enough alcohol in it to warm him from the inside out.

"What is it you said you were out here for?" Bofur asked Gwen, finishing his drink off.

"I haven't said," Gwen corrected him as she scraped the last of the potatoes off of the bottom of her bowl.

"Well what are you travelling for, then?" Kili prodded.

"What are _you_ travelling for?"

"Quest," Nori mumbled. "Reclaiming the mount—"

"Well, no, not that!" Bofur interjected suddenly, as if realizing that the alcohol had loosened the other dwarf's lips a bit. Kili listened to Bofur as his eyes fell wide with disbelief. Thorin would not like one bit of this. "Mountain is a strong term. It's more of a hill, really. A burrow, more so. You see, Bilbo, here is having a bit of a tiff with his cousins, the…Berfends—"

"The Lonely Mountain," Gwen said softly, realization lighting her eyes. "Erebor. You're trying to reclaim the mountain."

Well, there it was. The ruse (a somewhat laughable ruse, albeit) was up.

Kili smiled as best he could, trying to keep his good humor. " _Going_ to. Not trying."

"It's impossible," Gwen said, her volume rising slightly, her eyes calculating and critical. "The dragon—you'll be killed."

"Ah, maybe keep the voice down a bit," Fili said, cringing, as Nori and Bofur watched the conversation with wary eyes. "Uncle Thorin would be…less than impressed if he discovered we let that little tidbit slip."

"You're not a spy, are you?" Bofur asked very seriously, leaning in.

"Spy?" Bilbo repeated, his hobbit ears catching up the conversation. "Who's a spy?"

"I'm not," Gwen replied, though Kili had been watching her face, and saw that her mind was somewhere else. The gears behind her eyes were working, and her lips had moved slightly to form a word that he could have sworn looked like "Thorin."

"You hear that, lads?" Bofur said with a relieved sigh as he leaned back in his chair. "She's not a spy, it'll be alright."

Bilbo seemed to bristle at the very suggestion, some sort of righteous indignation. "Of course she's not a spy! What a terrible thing to say."

Nori leaned in to roughly (and none too quietly) whisper, "Dolts, just b'coz she says she's not one, doesn't mean she isn't."

Their slight inebriation seemed to keep them talking circles, not noticing as Gwen stood, a forced smile on her face. "I'm off to bed."

A chorus of "Goodnight's" rose up from the surrounding dwarves, who were still deep in the discussion of her loyalty or lack thereof to the darker forces. Kili exchanged a look with Fili, who also seemed to have noticed something was off with her. A silent agreement was formed, and Kili stood, following after her as she disappeared into the back hallway. "Gwen!"

She stopped, turning. The only light came from two lamps, which brought out a soft slanting gold outline to her features. Her eyes were dark and piercing, somewhere between black and brown. "What is it?"

"What…what did you realize?" Kili asked cautiously.

She paused for a moment, her eyes flickering away from his, and Kili could almost see her mental battle between the truth and a lie. They met his again, a moment later. "Thorin. Thorin, son of Thrain, isn't that?"

"Aye," Kili sighed. "I suppose it was a poor assumption to think that didn't know your dwarven history."

She ignored his quip entirely. "And he's your uncle?"

Kili could only nod.

"So…" She glanced over him, considering, wondering. "You're royalty."

He shrugged. "I suppose you could call it that. Thorin will be King under the Mountain once we reclaim it, and Fili's next in line for the throne."

"And you?"

He grimaced a little. "Younger brother."

"And that means?" she asked, raising a brow.

"I don't get half of an ass' arse."

She snorted a laugh at that, and he couldn't help but smile. She had a nice laugh. Warm and low. "You know," she fixed him with a serious look. "You're all mad."

"Sometimes that's not a bad thing, though," he replied.

She chuckled, more dryly this time, giving him an exasperated shake of the head. "Brilliant conversation, but I need to sleep."

Before she could turn, he said, "I'll see you tomorrow?" he tried not to let himself get too hopeful. He couldn't say quite why, but he didn't want this to be a real goodbye. Perhaps it was that he hated goodbyes.

She seemed momentarily torn, but her eyes met his for a moment. "Aye."

He almost could have sworn there was a real smile beginning to tug at her lips as she turned away towards the ladder at the end of the hallway. That smile…He wanted to see more. Maybe it was just the lighting or the ale, but for a heart-tapping moment there, she was something like…pretty?

Hm. No. That still didn't feel right.

"G'night, Master Dwarf."

"Just Kili," he reminded her, not bothering to stop the goofy smile that rose from his heart to his face.

" _Goodnight,"_ She repeated, ignoring him as she climbed the ladder, to what was presumably the attic.

"G'night, Gwen," he said, finally.

He would be lying if he said he didn't watch her ascend for as long as possible, only tearing himself away as the trap door slammed shut with a resounding thud.

Mahal. She certainly was interesting.

* * *

 _ **Hello, all! This is a rewrite, so if you read the previous iteration of this tale, Noticeable Differences, the following note is for you:**_

 _ **Greetings, friend! So glad you returned to read this rewrite. As you will note, this is almost entirely different from Noticeable Differences. That's because it is! I didn't reference any of the old story while writing this, so this will be totally overhauled characters, character relationships, character arcs, even a plot. I'm very excited to share with you the much improved version of this story and thank you for your continued reading.**_

 _ **For those who have not read the old version, I recommend you don't. It's not that good, to be honest. Just stick with this, you'll be better off. But I'm so glad to have you here! This is going to be a fun trip.**_

 _ **I'll be updating on Sunday and then every Wednesday and Sunday following that. Please review, I adore constructive criticism, and really just want this story to be the very best it can be, so do feel free to share any and all opinions you have. Thank you so much!**_


	2. Chapter 2

**CHAPTER TWO**

" _I did it all to break every one of your preconceived notions that you have."_

 _-Halestorm: "Uncomfortable"_

The storm had carried on all through the hours of the night, the gusts settling as the thin light of the morning breached its way into the mountain pass. He'd managed a look out the front door to see that snow coated the ground still, but except for a few crystalline breezes, the storm had worn itself out. The sky was biting blue, the clouds thin and scrubby above. It remained bitterly cold, but that wasn't a considerable problem. It seemed they would be back on the road before the sun rose for noontime.

Kili hadn't seen Gwen yet that morning, and he thoroughly ignored that this fact put his stomach in a tight knot as he chewed a piece of slightly burnt, completely unimpressive toast.

A burst of cold air flooded the room as Oin stormed back inside, stomping the frost off of his boots. "It's not looking good," he told them.

Thorin stood. "What do you mean?"

"It's bloody fine out there," Dwalin protested.

Oin shook his head grimly. "I'm telling you, Thorin, it looks an awful bit like yesterday morning, and you know how the weather turned on us then."

Thorin let out a low growl, his frustration not necessarily directed at Oin, but at the situation. "That's not very confident."

Oin squinted at him in confusion, cupping his ear towards Thorin in an effort to hear him. "What was that?"

"Do you _know_ the weather will turn foul?" Thorin said, louder this time.

Oin shrugged. "Not positively, but it'd certainly be safer—"

"Safe," Thorin scoffed. "None of this quest is safe. If you're going to tell me to hold up in this miserable place just because the weather _may_ get uncomfortable—"

Balin stood, sensing Thorin's growing temper. "Ah, Thorin, let's take a moment here to consider our options."

"Our time is short enough already," Thorin said tersely. "We cannot afford to have delays on every part of this journey."

"The weather would keep us from getting anywhere fast," Balin assured him. "Besides, with another day of rest, we'll travel twice as fast tomorrow."

"It does not make sense to halt travel for an entire day because there _may_ be an inconvenience," Thorin nearly spat back.

Kili cringed. He hated it when Thorin got worked up like this. There was a point where he would stop listening to others entirely. Not even Balin or Dwalin or Dis could speak to him when he was like that.

Of course, it was possible that Thorin was completely right, albeit inconsolable. Part of him wanted to carry on as quickly as possible to avoid any chance of them arriving too late at the mountain. Still, he was exhausted, after a night of Balin's snoring keeping him half awake, and his feet continued to ache from their aggressive march the previous day. A look at the rest of the company showed he was not the only one having the road take a toll on them. He'd never seen Bombur eat more sadly, and there was no conversation as they all listened to the argument in progress. Bilbo, in particular, looked absolutely _exhausted._ His eyes were surrounded by dark rings, his frown lines deeper than they ever had been before. They didn't look a company fit to travel.

It seemed this was also the conclusion that Thorin came to as he sighed heavily, turning to face them, his voice laced with frustration. "We stay until tomorrow morning, and leave before dawn."

They all managed to stay silent until Thorin had passed out of earshot into the back room, but the moment it was safe, they let out a collective breath, as cheerier chatter broke out about the room. The dry toast in Kili's mouth suddenly tasted quite a bit better as he turned to grin at his brother. "Mahal almighty, a day to ourselves. What in Arda are we going to do with our time?"

"Take a nap, probably."

Kili rolled his eyes, nudging his brother in the shoulder. "We just woke up."

"Balin snores like a forge," Fili shot back, though a look in his eyes said that he wasn't truly as tired as he was saying. "But what do you have planned, brother mine?"

"Nothing particularly," Kili replied. "Although I thought a spar could be good, to keep me from getting rusty."

Fili grinned. "A noble plan. Meet outside in five minutes?"

Kili held out his hand for a firm handshake of agreement and the deal was sealed.

* * *

It had become almost entirely pointless for the two brothers to spar. They knew each other's fighting so well after years of working together that they could easily predict the tactics that the other planned on using. To a certain degree, this kept things interesting though. It was like a game of chess, each of them thinking three moves ahead of the other. Their blades flashed and clashed in the sunlight, their coats cast aside minutes earlier as they worked up a sweat. Kili had to squint to see, as the sunlight reflecting off of the snow made the air almost painfully bright, but he felt good. His blood pumped, the cold air stung its way into his lungs, and a permanent grin had etched itself onto his face. He had just worked Fili into a corner where he thought he might be able to trip him, when the inn door flew open. Something in his gut leapt a little as he saw it was Gwen, dragging a silver tub behind her.

Evidently, his attention had been drawn for longer than he thought, as Fili caught him by surprise with a sharp shove to the chest that sent Kili hard onto the ground, knocking the breath from his lungs. Fili burst out laughing, sheathing his sword as Kili sat up and heaved for breath. "Brother, you've gotten predictable." Fili waved at Gwen. "Just got to wait for a pretty lass, and you're out."

Kili sent his brother a playful glare, reaching up a hand for help. Fili yanked him up to his feet. "I was winning," Kili explained to both Fili and Gwen as he shook the snow out of the collar of his shirt.

Gwen quirked a brow, stepping closer. "I'm sure. Aren't you two a little old to be wrestling in the snow?"

"We were _sparring,_ actually," Fili said, sniffing in feigned offence.

"And there was very little snow involved before you walked out," Kili said, as he bent down to scoop his sword off the ground. Unbeknownst to his brother, he had also grabbed up a handful of snow, keeping it hidden in his hand.

"We're mature," Fili added. "Would you like to—"

Before he could finish that sentence, Kili had pulled his shirt collar away from his neck, shoving the snow down his back. Fili's reaction was immediate, something between a shout and a squeal tearing from his lips, but Kili was already bounding away from him, snickering the whole way. "You jealous little twat," Fili shouted at Kili, trying to get the snow out of his clothing before it could melt. Gwen was poorly covering her laughter with a cough, and Fili's attention snapped to her. "Are you laughing at my misery?"

"Valar, never," she protested, catching herself, and trying to keep a smile off of her face.

Fili didn't seem to take this answer seriously, as he leaned down, fast as lighting, scooping up some snow, and lobbing it in Gwen's direction. "That so?"

She managed to dodge the blow, but the snow grazed her side. She was quick, Kili would give her that. " _Hey!_ Watch it, dwarf! I'm an innocent bystander."

"Not for long," Kili muttered to himself. He had used the momentary distraction to work his way behind Gwen and form a nice round little projectile of snow. He took careful aim, and it landed perfectly, bursting ice all across her back.

Fili was sent cackling at that, and Kili would have laughed if she hadn't whirled on him, eyes blazing. "You little _bastard."_

Kili took off running, back around to his brother, unable to keep from laughing at the teasing anger on her face. "It wasn't me!"

Just as Kili found shelter behind his brother, the dwarf was turning to him, sweeping his feet out from under him, landing Kili on the ground once again. Fili had little time to celebrate this victory as a snow ball hit the back of his head with a cringe-worthy crunch.

It wasn't long before all-out war had been launched. Short alliances were formed, but none of them lasted more than a moment. Gwen had taken mostly to fleeing, as none of her blows after the first one on Fili hit their mark. Kili's aim was spot on, but he found himself too often distracted trying to crack jokes or quips. He had, however, managed to get Fili face down in the snow, and he would be lying if he said he didn't kick a bit of snow over the back of his brother's head just to help keep him down.

When he had turned around, he saw Gwen standing a few yards away, looking ready to bolt as she analyzed his actions with careful eyes. He feigned a run to the left, causing her to jump a little, before he launched himself straight towards her, nearly slipping on the frosty ground. He chased her a good length down the road before a large rock in her path slowed her enough for Kili to catch up. She already had herself halfway crawled over the rock, but Kili threw his arms around her waist, hauling her back towards him. She was light, but Kili's footing was poor, and he became unbalanced quickly, and tumbled backwards, Gwen's weight crushing his chest as she landed on top of him.

By the time he sat up, she was trying to stand, but Kili wouldn't have any of this. He got a grip on the edge of her coat, and pulled hard, sending her sprawling back onto the ground, spitting out curses. Kili managed to grasp her ankle, yanking her towards him, but he failed to account for her having grabbed up a handful of snow. She shoved it into his face, and Kili jerked back as frost invaded his nostrils. He spluttered and the sound of her laughter filled the air, bright and loud. By the time he had cleared his eyes, she was scrambling to her feet, something Kili simply couldn't allow. He moved silently, but as quick as he could, grabbing her around the knees, with both arms. She crumpled immediately, yelping as she hit the ground. Kili was on top of her, pinning her wrists to the ground and locking her legs underneath his

She struggled for a moment, but quickly realized it was futile, letting her head fall onto the snow beneath it with a sharp laugh. Kili caught his breath, the grin fading from his lips to be replaced with breathlessness as he got a good look at her. In the struggle, her hair had burst free of the scarf it typically stayed wrapped in, and Kili could appreciate it fully. It was somewhere between curly and wavy, long and wild, a shade of dark brown that stood out brilliantly against the white of the snow. It framed her face softly, a few strands sticking to her sweaty skin. Her cheeks were flushed with cold and laughter, and for a moment, he lost himself as he took in her smile. It lit up every inch of her face, crinkling her eyes into dark, glittering slivers. Her lips were pink, her teeth bright white, and Mahal, she was…something. His heart thudded, and not just because of the exertion, and he found himself drawing closer to her, as a lick of heat curled in his stomach. "You surrender?"

"You'd like that, wouldn't you?" She asked, a chuckle breaking her heavy breaths as she smirked up at him. He couldn't tell if an odd sort of fire had crackled to life in her eyes as well, or if it was his imagination.

Before he had too long to dwell on this, she had taken his distraction as an opportunity to curl her legs up against his chest, and with one push, she shove him off of her. She scrambled away as he reeled, kicking up sprays of snow as she went. She was already running when Kili staggered to his feet, but it seemed luck was on his side. Her foot caught something along the side of the path, and she went stumbling. She fell face down into the snow, and Kili took full advantage of it, pinning her with a knee placed gently on the small of her back, keeping her face down in the snow, spluttering and flailing. "Tap the ground to surrender."

She screeched something inaudible, and Kili laughed, moving her hair up off of her neck to pile some snow there. He was momentarily distracted as he saw that half of her neck was adorned with curls of black ink creeping up from the cover of her collar, but he stored this fact away to investigate later. It took only one handful of gritty snow, shoved down her back to have her tapping out.

Kili laughed in triumph as he got off of her, letting himself catch his breath, his pulse still pounding hot through his veins. Fili was just trotting up to them as Gwen sat up, brushing herself off and shaking snow out of her clothing. "Is it over?"

"I won," Kili told him, smug.

"Barely," Gwen scoffed bitterly as she gathered up her hair, deftly pulling her scarf back around it. "It was by a technicality."

"If I remember correctly, you surrendered, love," Kili said, reaching out to tap her flushed nose with his finger.

She batted away his hand, glaring at him, although there was little ire in it. "Stuff it, Durin."

Fili snorted, and offered Kili, and then Gwen a hand up. "It's been years since I've had a good romp in the snow."

They started back in the direction of the inn, all of them tired, knuckles stiff with the cold, but feeling delightfully energized. "This is the first 'romp' I've had in the snow," Gwen said.

Kili and Fili nearly stopped dead in surprise. "Really?" Kili asked.

"How?" Fili said, squinting in disbelief.

"Didn't have snow where I grew up," Gwen said with a shrug.

"Where in Durin's beard did you grow up where there's no _snow_?" Fili asked, sounding aghast.

"Rhun," she said simply.

Kili's eyes widened. "Rhun?"

"Truly?"

"I've got no reason to lie," she said, seeming a little taken aback by their astonishment.

Kili had only heard tales of that dusty eastern land. North of the Harad, but no more civilized. Miles of only sand, strange beasts and plants, and a vicious people carved by the unforgiving place. He had never imagined meeting an Easterling.

"You don't look much like one of them," Fili commented warily.

"I suppose that's true," she admitted. "But not all of us look so swarthy, especially in the area that I was raised."

"How did you end up here, then?" Kili asked as the inn came into view.

"Master dwarf, it was foolish of me to tell you where I'm from," she admonished. "Much less what I'm doing here. Try again later."

"Alright," Kili said, although his curiosity was piqued.

"What'd you bring a tub out here for?" Fili asked as he spotted it, abandoned out on the porch.

"Oh," Gwen said, as if just remembering her original purpose for coming outside. "I need to pack it with snow. I was going to have a bath."

"We'll help," Fili told her as he stepped up to drag it down onto the ground.

She nodded her thanks, and they all set about gathering armfuls of snow, and filling the metal tub. A thought occurred to Kili. "How are you going to get this upstairs?"

Gwen looked up from packing the snow down. "Hm?"

"Good luck trying to haul this up that ladder, much less once it's melted." He raised a brow. "Unless you were just planning on bathing in the common room."

"You would like that, wouldn't you, Master Dwarf?"

Kili thought for a moment, pausing to let the feeling pump back to his cold, bare hands. While the thought of seeing her undressed was certainly not unpleasant, the thought of Thorin, Gloin, Bombur and anyone else seeing her bare was decidedly less good. "No, don't think I would."

"You can use our room," Fili offered.

"Really?"

"Aye, why not? I'll make sure there's no one in it, and get the fire up."

"Thank you," Gwen said, sounding a bit surprised. Fili nodded, then disappeared inside.

"You don't have to look so shocked," Kili told her with a smile as he shoved more snow into the tub.

She shrugged. "You're all very friendly."

"You saved Mister Boggin's life. We're obviously going to be grateful for that sort of thing." She smiled a bit, and Kili couldn't help but add, "Besides, you're fun."

She scoffed, but didn't protest, and they worked in silence until the tub was filled to the brim. Both of them had to carry it, weighed down as it was. They shuffled through the common room, and most of the dwarves were too occupied by their discussions, games or work to notice them. The bedroom was empty, save Fili when they came in, and Gwen quickly excused herself to gather her things for the bath. A few pans of hot water had the snow melted and while it was certainly not luxurious by any means, they managed to get it a bit warm by the time she returned. She thanked them again, and Fili left immediately, taking his sword to clean. Kili lingered, leaning in the doorway. "Door doesn't bolt," he explained. "I'll watch it though."

"Can I trust you?" she asked, tone more teasing than anything, as she raised a quizzical eyebrow.

"Come on, love, give me some credit," he fired back. "When I see you naked, you'll want me to be seeing you." He let his tone fall low, and his eyes travel over her body, although he decidedly ignored how nice that suggestion actually sounded to him.

To his absolute pride, she flushed a deep red. "Didn't your mother teach you _anything_ about respect or manners?"

Kili laughed. "She certainly tried." Before he left, he found himself turning back. "There is actually something I'd like as payment for our help."

"Aye?" she prompted.

"I'll ask one question, and you have to answer honestly," he told her, grinning.

She sighed, perching on the edge of the tub. "Ask."

"What brought you here?"

She snorted a little, shaking her head in exasperation. "You really are fixated on that, Master Dwarf. I'm a merchant. Picked up some things in Bree, and I plan on selling them. Satisfied?"

"Where are you planning on doing that selling them?"

"You said one question," she admonished. "And that's all I agreed to."

"Fine, Fine," Kili allowed, backing out of the room. "You got me there. Have a lovely time washing up."

"Goodbye, Master Dwarf."

"Try not to think of me too much," he added with a wink.

"Oh, stuff it, Durin-son."

* * *

Kili found himself feeling well rested, and a little tipsy as the sun set outside of the inn. The storm had started up again mid-afternoon, and the whining of the wind set a steady din throughout dinner as it scrabbled for purchase on the boards of the building.

The innkeep and his daughters had made up a thick stew, with carrots, potatoes, onions and sausages, and while it was a bit bland, they had all started drinking before the food was ready so there was hardly a care in the world about the actual taste of it. It was warm and filled their stomachs, and that's all they really cared about. Except Bilbo. He was perhaps a little more upset about the lack of flavor than most. Gwen had once again joined them for supper, albeit a tad reluctantly. Kili had a sneaking suspicion that her reluctance was only put on at this point.

"How long 'til we're out of these bloody rocks anyway?" Fili asked.

"Another week, I give it," Bofur said with a shrug.

"Really?" said Ori. "Dori was calling two."

"With how Thorin's pushing us, I'll give us half a week at the most," Kili tossed in.

"Not a chance," Bofur huffed. "No one's passed through that fast."

"Oh, aye?" Fili said, raising a brow. "And how do you know that?"

"Oh, laddie, I know things that you haven't even considered," Bofur scoffed, finishing off his mug. "Lots of things," he added, shooting Fili a frighteningly saucy wink.

Kili recoiled at that, directing his comment to Gwen. "Mahal, I don't like that. Not one bit." Gwen didn't seem to hear him though, enraptured as she was by glaring at her bowl, stirring it sluggishly. "Now, love," he started, getting her attention. "What did the poor soup ever do to you?"

She shrugged. "They hardly gave me anything but carrots."

"Don't you like carrots?" Fili asked, as he scraped his bowl clean with a chunk of bread.

"Well enough," Gwen explained. "But I don't have anything else." She shot a glare at Nori's bowl which seemed to be brimming with everything _but_ carrots.

The dwarf noticed her gaze and shrugged. "I just don't like em, and I thought I'd mention it to the serving girl. Hardly thought that'd leave you with _just_ carrots."

Gwen groaned, sitting back in her seat with a huff. "I just want some meat in my mouth. Is that so much to ask?"

Any dwarf that heard her comment reacted either in mortification or bursting into chuckles. Clearly, Gwen had fully intended her comment to come across as suggestive as she hid her laughter behind a gulp of ale. "You could have said that earlier," Fili told her, maintaining as much seriousness as he could for the sake of humor. "I'm sure Kili would have been happy to oblige."

This comment was even more amusing to the tipsy dwarves. Bofur, who had recently returned, laughed loudest of all, smacking the table hard enough for it to shake as he sat down. Kili took the jibe in stride, smirking as he scooped up a piece of beef onto his spoon from his near-empty bowl, holding it across the table to Gwen. "Right you are. Would you like a taste, love?"

To Kili's surprise, Gwen leaned out across the table, locking eyes with him as her lips closed around his spoon. Before Kili could process, she was back in her seat, giving her lips a slow lick, that if Kili didn't know any better, he would have thought was an attempt at _seduction._ He fought down the heat in his gut as he returned his spoon to his bowl, loudly fake whispering to his brother over the howls of laughter around him, "We should get her drunk more often."

"I'm not drunk," Gwen protested. "I'm tipsy."

"Oof, well, I'd hate to see you drunk, lass," Bofur told her, as he caught his breath from laughing.

"Would you, really?" she asked, tone teasing.

"No," Bofur snorted. "I really wouldn't." He tucked into his next mug of ale.

The laughter died quite suddenly, as Thorin strolled up to their table. "Having a good evening?"

Gwen busied herself with her bowl of carrots, while Kili shrugged. "Aye sure. Nothing too wild, though. Just your typical bantering and merriment."

Thorin gave Bofur a stern look as he downed the rest of the mug, only just after he'd filled it. "Not too much merriment I hope? We have an early morning tomorrow."

Bofur lowered the cup somewhat sheepishly. "Aye, Thorin. Noted."

Thorin shook his head, allowing a slight chuckle to grumble out of his chest. This humor faded as his gaze turned to Gwen. "I don't think we've met."

She stood quickly, brushing the crumbs off of her. "We haven't." She offered a hand. "Gwen."

Thorin seemed slightly wary as he took her hand, but did shake it. "Thorin. I should thank you for retrieving the Halfling."

Gwen shook her head. "It was nothing."

"We bid you safe travels," Thorin said stiffly, before leaving back to the hearth where he and Balin had found chairs and pipes.

Gwen sat down again, and frowned. "You know, I don't think he's all too fond of me."

"Thorin's not fond of anyone," Fili explained, and while his tone was light, Kili could tell that he was also trying to comfort the girl.

"Sometimes I don't even think he likes us," Kili added.

"I don't know about that," Fili snorted. "He likes me, I know that much. You?" he eyed Kili up, then shrugged.

Kili elbowed his brother in the side.

* * *

As the night drew on, the air grew warm, lit up all golden. The room was filled with the sound of chatter, laughter, and a soft, strumming stringed instrument. The innkeep had brought it out midway through the night to entertain them, and the dwarves had been generous in tipping the man, especially for the few songs that his daughters came out to sing. Bofur had tried to bring out his flute to play, but Dwalin had taken it away only a few minutes into that mess of a drunken show. The dwarves had sung too, of course, great, raucous songs complete with heavy-footed, jolly dances. Kili had seen Thorin slip away into the room fairly early in the night, which Kili thought probably contributed to their freedom of spirit and drinking.

The most recent tune came to an end, and Kili fell, sweaty and breathless, into the empty seat beside Gwen. "'Ello, love."

She nodded in greeting, her posture relaxed, cheeks flushed slightly with drink. She seemed almost pensive though, looking out at the room with half-glazed eyes.

"Could I tempt you with a dance?" Kili asked, leaning in to her.

She half-smiled. "I don't really dance, Master Dwarf."

"Don't dance?" Kili repeated, scooping the drink out of her hand and taking a swig of it, before placing it back. Gwen rolled her eyes slightly at this, but didn't protest further, taking a sip of her own. "Don't they dance out in Rhun?"

"Of course they _dance,"_ she scoffed. "We have great parties, lasting days on days," she sighed, a warm spark of memory lighting her dark eyes. "We'll go through a dozen casks of the finest wine and liquor, and then another two dozen of the cheapest. Eat and drink until we're about to burst and then dance for hours and hours, a different partner for every dance and for every night."

"Nighttime partners?" Kili said, raising a suggestive brow.

Gwen didn't deny his implications, shrugging. "Things are different there." She took another swig. "I don't dance though."

"Why not?"

"Because I don't want to," she replied simply.

Kili frowned. "I'm positive you'd be good at it."

Gwen snorted ungracefully. "And how are you so sure of that, Master Dwarf?"

He sighed, the fog in his head preventing him from presenting a well-reasoned argument. "You just look it. I just know, aye?"

"You don't know," she said.

"I do."

"You _don't."_

"Don't suppose you want to prove that point with a dance?" Kili asked, hopefully.

She rolled her eyes, but a chuckle fell off her lips. "Nice try."

With some good drink in her system, Gwen seemed to laugh and smile more easily. There was little other discernible change in her attitude, her movements were still calculated and smooth, her words careful and delicately pronounced, but it seemed she was more comfortable being happy. It was a welcome change. "Thank you," he said, settling back in his chair, allowing himself to get a good look at her. Her cheeks were flushed pretty pink behind her freckles, and her dark brown eyes glittered back the golden light of the tavern. Her hair was still bound up in a dark red scarf, wrapped all about her head and neck, although, as per usual, a few strands of it had slipped out to frame the sharp shape of her cheekbones and chin. The light danced about her features, and Kili felt a warm knot form in his gut. She was all angles and shadows and strange and _fascinating._ "Why don't you let your hair down?" The question popped out half without his bidding.

She seemed surprised by his words. "My face would burn, and my hair would fill with sand in a moment. It's a practicality."

Kili raised a brow. "Love, there's not much sand here, I promise. And," he looked up at the rafters searchingly. "I don't really see much sunlight."

She gave him a, exasperated look. "It's habit then."

"A habit I don't suppose you could break?" Kili said, allowing one of his hands up to brush a curl of hair from her cheek. It was falling dangerously close to her lips. Not that Kili was watching her mouth, really. It just happened to be where his eyes fell.

She didn't reply, and it took a moment for Kili to realize this and meet her eyes. Her mind seemed to be churning, and her eyes flickered all over his face, lingering sometimes. Where, he couldn't be sure. But the heat in his gut only wound up tighter as his finger brushed her cheek, the skin soft under his callouses. The moment between them was quite abruptly broken as the room fell quiet, and one of the girl's voices broke out, clear and high.

 _Of all the money that 'ere I had_

 _I spent it in good company._

The spell broken, Kili yanked his hand away, willing himself not to flush. Gwen turned her face, breaking the eye contact, and clearing her throat. Kili smiled, taking in the breath he hadn't realized he was holding. That was odd. But not bad.

 _And all the harm that 'ere I've done,_

 _Alas it was to none but me._

The soft strumming instrument joined in, and Gwen's eyes finally flickered up to his again. She opened her mouth to say something, but Kili beat her to the chase. "I like you."

She either choked or scoffed, but Kili could have sworn the flush on her cheeks darkened as she stumbled over her words. "You're sappy."

"I do," he chuckled, leaning back in his seat as the music thrummed on softly though the air, low chatter filling the room once again. "Like you, that is."

"I can't imagine I'm your type," Gwen laughed, though the flush remained. It sounded almost like she was challenging them as she stared, fixated by the rim of her mug. "I hear dwarf women are much better endowed than I, in facial hair and elsewhere."

Kili shrugged. "Dwarf women are fine, but to be honest, they all seem to remind me of my mother."

Gwen snorted, taking a drink. "A brave woman, to be sure."

"She is," Kili agreed, smiling at the thought of Dis. She could be a pain in the beard, but Mahal, he did love that woman.

"Either way," Gwen said, a rueful smile on her face. "It doesn't matter if you're screwed in the head, because after tomorrow I doubt we'll be seeing each other again."

 _So fill to me the parting glass,_

 _Goodnight and joy be to you all._

That thought hit Kili like a punch to the gut. It was hard to tell if he'd forgotten it or chosen not to think of it, but he wasn't happy being reminded of it. "Suppose so," he mumbled, suddenly feeling like he needed another drink.

 _So fill to me the parting glass,_

 _And drink a health whate'er befall._

 _Then gently rise and softly call,_

 _Goodnight and joy be to you all._

Something kept him from standing up, and instead, he found himself asking, "Why do you travel alone?"

"Because I don't travel with anyone," she replied, smirking slightly.

Kili was the one rolling his eyes this time. "Then why don't you travel with anyone?"

"Because I travel alone," she said, mirth twinkling in her eyes such that Kili couldn't even find himself too frustrated at her. To his surprise, she spoke up again a moment later, and Kili looked to see that her smile was gone. "One pair of feet treads light. The moment the footprints are made, the wind washes them away. Fourteen pairs," She smiled at him humorlessly. "Well, fourteen pairs tread the sand deep. No wind takes that."

Kili looked at her for a moment, and thought he saw something sad flicker behind her eyes. "Gwen, you aren't on sand anymore. You're on stone."

Her smile disappeared, her eyes darting away from his, and Kili saw her hands clench around her cup. "Perhaps, Master Dwarf."

 _Then gently rise and softly call,_

 _Goodnight and joy be to you all._

* * *

Kili found he couldn't sleep. Balin's snoring was insufferably loud, the floor kept creaking at his slightest movement, and there was most certainly a twig in the sack of hay that he was given to sleep on. His tired feet brought him up off the ground after a few hours of useless tossing and turning, and he yawned as he found himself padding out of the room, scrubbing a hand over his tangled hair. The light in the hall was dim, the lamps flickering low, but it was enough for Kili to see by.

He had heard creaking above him on and off for the past few hours, light but steady. Gwen was awake and moving. He managed his way down the hall without tripping, and climbed up the ladder easily. At the sound of his gentle raps on the trap door, the footsteps fell silent. It was a few moments, but Gwen's muffled voice drifted to him through the floorboards. "Hello?"

"It's Kili," he said, before a yawn hit him.

He could have sworn he heard a sigh, but after a few creaking footsteps, the door lifted open, and he saw Gwen, vaguely illuminated by a cold blue light. Her hair hung free on either side of her face, almost brushing against his cheeks as it hung down, and Kili couldn't help but smile a bit goofily up at her. "I can't sleep."

Gwen rolled her eyes, though she stepped back, giving him permission to come up. "And what if I can?"

"You weren't," Kili said as he crawled his way up, shutting the trap door behind him. The attic was cluttered by stores of grain and corn and hay, with a low ceiling, but it was illuminated throughout by cool light. Kili's eyes found a small window at the far end. The storm had died down a little, but still, the air was frothy with snow.

Gwen hauled a bag of hay over to join the one she'd evidently been resting on, before flopping ungracefully onto it. Kili followed her lead. The bags were well placed, putting them a few feet away from the window. Through the far off silhouettes of mountain peaks, the full moon left a round white imprint on the silver skies. The wind rushed gently over the roof in their silence, and Kili found himself shivering against his will. Without saying a word, Gwen shifted closer to pass him a thick wool blanket. She pulled her own up off the floor, tucking herself in from toe to chin. "It's cold," Kili said, wrapping up, bidding himself to stop shaking.

"I hate the cold," Gwen mumbled. Her eyes were fixed unseeingly onto the window pane.

Kili nodded. It really was cold up there. But at least it was quiet. Exhaustion was already beginning to tug at his eyelids as he turned his head to look over at her. She seemed tired. But not sleepy. Something deeper than that. "Come with us." The words left his tongue before he had thought of them.

"What?" she said.

"You have to get through the mountains too. And it's cold."

She shook her head. "Master Thorin wouldn't allow it."

"He might," Kili insisted. "He allowed Bilbo."

"Aye, but I'm not Bilbo."

"Obviously," Kili yawned. "Promise you'll ask him tomorrow morning?"

She sighed. "Kili—"

"Promise?"

She hesitated, and Kili hoped that she'd answer soon. He was fading into sleep fast.

"Aye."

He smiled as he drifted off into the darkness.

* * *

 _ **Hey friends! Thanks for reading. Thank you to everyone who faved and followed, and especially those who reviewed. You're all excellent. The song is not mine, it's called "The Parting Glass," and it's been done by hundreds of people, so you should look it up. It's pretty. Don't forget to let me know what you think of this chapter, (Constructive criticism is wonderful) and I'll update again next Wednesday.**_

20 -


	3. Chapter 3

**CHAPTER THREE**

" _Am I going crazy? 'Cuz I think you made me."_

 _-From Ashes to New: "Crazy"_

He woke to cold air, bluish light and a stiff neck.

It only took him a moment to realize where he was and what had happened. He was still up in the attic, slumped on a sack of straw, a loosely wrapped wool blanket the only thing keeping him from the chill. Outside the window, he could see sunlight beginning to slip over the mountains and he sat bolt upright as he realized how late it had to be.

Thorin wanted to leave before dawn, and it looked as if dawn had already arrived. He scrambled up to his feet, and a glance around the room showed that Gwen and all her belongings were nowhere to be seen. He swore, starting for the door. Had she managed to slip out before the others? Was she gone?

Eyes still bleary and mind spinning from the sudden movement, Kili flew down the ladder, his feet hitting the floorboards moments later. Fili's voice behind him made him jump. "There you are, brother!" Kili turned to see Fili dressed, with his gear already on his back. "Thorin wondered where you were. I had to tell him—" A smirk broke across Fili's face as his eyes flickered between Kili and the ladder. "Oh, I see. _That's_ where you spent last night."

"Not like that," Kili huffed, scrubbing a hand over his eyes. "I couldn't sleep with Balin's bloody _snoring."_

Fili shrugged. "That's fair. I don't think I got more than two hours of sleep. But you best get ready quick. Thorin's already raring to go."

Kili nodded, fighting back a yawn, but stopped Fili before he could head out into the common room. "Wait. Is Gwen—"

"Out with the others," Fili explained, not needing to hear all of the question. "Don't worry," he said with a smile that strangely comforting. "You'll get the chance to say goodbye."

Kili's gut dropped hard. Right. Goodbye. He would still have to do that, wouldn't he? "Aye, thanks," he said, hiding his suddenly fouled mood with a tight smile.

Fili clapped his shoulder as Kili passed into the room to ready himself for the journey.

The common room was buzzing with conversation and ready-making as Kili slipped in. Despite being slightly out of breath from the hurry, he was glad to see that his tardiness hadn't been noticed by the group. He went to sit across from Fili and Gwen, still working at the buttons of his coat.

"Well, good morning, sunshine," Fili said, smirking knowingly.

Kili kicked him under the table. "Shut it."

Fili winced, and then whistled as he rubbed at his bruised shin. "Someone woke up on the wrong side of the attic."

The jibe at least made Fili laugh. Gwen just drily commented, "You're a child."

Before Fili could protest, Balin stepped up to the end of the table, placing down a long piece of worn paper, covered in tightly-packed black scrawling. "Here you are, m'lady. It's rough and not as comprehensive as I'd like—"

Before he could finish his sentence, Gwen had swiped the scribe out of his hand and scribbled something on the one blank space at the bottom of the page. Her characters were unrecognizable to Kili, at least at the angle he was seeing it. They were harsh and wide, and Kili suspected Rhunish. But more notable was that she was signing…well, it looked to be a contract.

"Aren't you going to read it first?" Balin protested, though he sounded surprised, not accusatory.

"Does it only contain the parameters we discussed?"

"Well, yes, of course."

Balin may have continued, but it seemed that was all Gwen needed to hear. "I trust you, then."

There was a clarity and confidence in her tone that seemed to put Balin's mind at ease. His eyes chased over the length of the paperwork, before he nodded, folding it up under his arm and holding out a hand to be shaken. "All seems to be in order. Welcome to the company, m'lady."

Gwen gave him a reserved smile, shaking his hand, and Balin seemed satisfied as he went back to Thorin and his pack. Kili wasn't entirely sure what he was seeing and merely blinked for a moment before turning to Fili who was trying to look inconspicuous. "You knew about this?"

"Watched her talk to Thorin about it," Fili replied, more than slightly smug. "There was shouting."

"That's an exaggeration," Gwen protested, rubbing her hands together for warmth, even through her gloves. "It was just a discussion between two strong-minded individuals."

"Strong-minded? You're both stubborn arses."

"You knew about this, you bastard?" Kili accused. "And you didn't tell me earlier?"

Fili shrugged, trying his best to look innocent although Kili could see the mischief glittering in his pale blue eyes. He was terrible at being mischevious. "It didn't come up."

"Oh, shove off with your 'chance to say goodbye' nonsense," Kili growled, although there was no true ire in it. He was glad that Gwen was joining them, obviously. He was just a tad miffed that his brother had thought it necessary to cause trouble this early in the morning.

Fili finally let a snicker slip free. "You can't be _angry,_ Kee."

"Don't try me," Kili warned.

"Oi, Fili!"

The blonde dwarf responded to Dwalin's call and nodded to Gwen and Kili before leaving them to see what the other dwarf needed. "So," Kili started, allowing himself to smile at the thought he had. "Part of the company, aye?"

"Don't get too excited, Master Dwarf," Gwen sighed. "Only until we've reached the foothills of the Misty Mountains. It was agreed that my knowledge of the area could prove useful to your company, and your company could provide an ample guarantee of safety to me." She spoke stiffly, and Kili could see by her glance in Thorin's direction that this agreement hadn't been easy to come by.

Kili nodded, but felt a slight shadow flag his contentment. "Why didn't you wake me?"

"You were asleep," she answered as if this were the most obvious answer in the world.

"Aye," Kili said, making an effort not to sound too exasperated with her. "You could have woken me though. I could have helped."

Gwen shrugged. "Seems I didn't need help."

For a reason that Kili wasn't sure of, those words made his gut ache a little. "I suppose."

Thorin stood up at the front of the room by the door, and Kili groaned as he called them to depart. His pack made his shoulders ache the second he slung it on, and his feet were already tired. He wished that he could have slept better in their place of respite but the chance to complain about that was long past.

"Hurry up," Thorin urged them, as they began filing towards the door, all somewhat sobered by the thought of travel. "We haven't time to waste," Thorin almost growled and Kili felt the searing heat of his frustrated gaze burn past him to land on Gwen. He cringed. Having Thorin's ill opinion aimed at you was never enjoyable.

Kili fell into step next to Gwen, who had her head down. He elbowed her, smiling sympathetically. "Shouting, was it?"

"Shove it," Gwen huffed, a flush instantly welling up on her face as she looked down at him. "It wasn't shouting. _Thorin_ raised his tone a bit and I just matched it."

Fili butted in between them as they stepped through the door out onto the road again. The snow was already starting to melt, and the air was feeling warmer than it had before. Though the light of the sun was dim then, he'd be squinting once it was out. The sky was cloudless and the sun reflecting off the snow would be blindingly bright, he was sure. "It was shouting," Fili mock whispered.

"Leave it alone," Gwen said sharply, her voice bordering dangerously on pleading. "It wasn't."

"And she says _we're_ childish," Fili snickered as they fell into step, three across, following Dori and Ori up the slightly hollowed out dent of the trail.

"That's because you are," she grumbled.

"Oh, we're older than you, by far," Kili shot back.

"You don't know that," she protested.

"Oh really?" Kili snorted. "Love, I know I don't look it, but I'm seventy-eight." Well. He would be in the winter, but she didn't need to know that. It was close enough.

"And I'm eighty-two," Fili added. "You can't be more than…" Fili appraised her with his eyes. "What, twenty, thirty?"

"No," she protested, although Kili noted, curiously, her eyes widening in panic slightly.

"What, then?" Fili prodded. "Thirty-one?"

Before Gwen could reply, the familiar sound of Balin clicking at them in admonishment came from behind. "You dwarflings should know, it's rude to ask a woman's age."

"It is?" Kili asked, frowning. He couldn't remember his mum every getting too offended by people asking questions like that.

"In human cultures, yes," Balin sighed, his tone laced with disappointment, but not entirely serious. "I taught you boys this. Hasn't anything I've said to you stuck between those ears of yours?"

"Some of it," Kili protested. "Like…four things."

"Humans are odd," Fili grumbled, with a playful glare at Gwen who bumped him with her shoulder, before trotting forward to join Bilbo.

* * *

The day of marching was long, and Kili's feet ached, although his spirits remained high. It seemed all of them had gotten a boost of energy from their tidbit of rest, and all it took was a few rousing mentions of the final goal of their quest and they were singing and chatting the whole day.

Gwen had looked uncomfortable at first, traveling with the raucous group, but had grown slightly more comfortable by the end of the day, even joining in their conversations. While she kept vigilant, her eyes darting all around them every few seconds, and she preferred to keep herself on the tail end of the company, she managed to hide her worries well. Kili saw little danger around them.

In the sunlight, the mountains held more sheer beauty than the fear they'd had at night. The rock often slanted up beyond sight on either side of them or fell away in long plains of gray, layered stone. Occasionally the cliffs would break and they would find themselves crossing over great mountain peaks, with sheer canyon drops on one or both sides of them. The scale of it all was staggering, and Kili would be lying if he said it didn't feel beautiful to have all of this naturally powerful, immovable stone around him. He understood perfectly well why his people would choose this range of peaks to carve their greatest work of art, Moria.

The weather stayed on their side that day. The skies were a piercing clear blue, and the air was crisp and cool, though warm enough in the sunlight for them to take off their coats only a few hours into the journey. The sun had rendered most of the snow to slush, which would have made their walking easier if it hadn't turned the path into a soup of gravel and mud.

An hour or two after their short midday rest, Kili heard a noise to his left, off the trail.

The ground sloped away from the path for a few hundred yards, scattered with boulders, shards of silver rock, and whatever scrubby brambles managed to survive these harsh conditions, but Kili could have sworn he heard a rustle in the brush. He paused, holding his breath to listen, trying to block out the sound of Bilbo's 'wild' tea story. He was at the tail of the pack, so none noticed his halt except Gwen. She paused too, and would have spoken, had Kili not held up a hand to silence her. His eyes narrowed in on a set of tracks broken through the dusting of snow clinging to the ground still. He crept forward as silently as possible, bidding his footsteps not to crunch as he drew his bow and nocked an arrow. If his guess was correct, they would have rabbit for supper.

Kili narrowed in on one bush that twitched slightly even when the wind had stopped blowing.

There it was.

He held his breath, waiting for his comrades to move on enough that his prey would get lazy. What felt like ten minutes passed, plenty of time for Kili to draw and aim before the creatures made their move. Just as soon as a tiny nose poked its way from the branches, Kili's arrow was whistling through the air, hitting its mark, directly in the rabbit's neck, before it could react.

Its companions reacted though.

Kili barely had time to nock another arrow before two more rabbits, smallish but surprisingly plump whipped out of the brush in a frenzy of panic. He reacted on instinct and managed to sink an arrow into one's throat. He wasn't so lucky with the second though, as he missed by a few inches, hitting too far ahead of it.

The creature wheeled about in surprise, changing directions and Kili nocked another arrow when a flash of silver caught the corner of his eyes along with the bright scraping sound of metal on metal. To his surprise, when he turned, Gwen was already cleaning the blood off her sword with a cloth, a dead rabbit at her toes.

She had cleaved half through its neck, it seemed, with a blade that had been hanging at her hip before. The weapon was a pretty thing, Kili had to admit. Short enough to be quick, but curved and graceful in shape. It glinted bright silver in the sunlight, and Kili decided he would have to ask for a look at it later, even as she sheathed it back at her hip.

"Nicely done," Kili told her with a grin.

She seemed less excited by their teamwork. "I don't like blood."

"You?" Kili chuckled. "The brave and mighty Gwen? Afraid of a bit of rabbit blood?" He jogged the few feet to his fallen prey, removing the arrow carefully, gathering the animals up by their back feet.

"I didn't say I was afraid of it, I said I didn't like it," Gwen said watching him warily. He noted that she didn't pick up her kill, instead, just waiting for him to come around to it.

"Same thing, isn't it?" Kili asked as he hunched down to pick up the third rabbit. They weren't the finest creatures Kili had seen, but it was better than nothing, and fresh meat had not been easy to come by.

"No, it's not."

"Well," Kili said, looking up the path for the party. They had gone far enough to almost be out of eyeshot, over the next hill. "You can explain it to me as we play catch-up with the others."

* * *

Kili didn't quite understand why Gwen looked so panicked to be placed on dinner duty with Bombur until they heard shouting upon returning to camp. They set down their large armfuls of firewood, and it was only a moment until Gwen joined them, her head hung in defeat. Kili resisted the urge to gape in shock. "Did you just get kicked off of dinner duty?"

"Mahal, this is unprecedented," Fili marveled as he sat down to break sticks into kindling. "I don't know if I've ever seen this happen."

"Aye, you can shut up about it now," Gwen grumbled, sitting down next to Fili and reaching out for a handful of dry twigs to crumble.

"He usually just has his helper cutting potatoes," Kili remarked, sitting down, taking his flint and a steel blade from his pocket.

"That was the problem," Gwen sighed.

Fili snorted. "You're that terrible?"

"My mother tried to teach me to cook," Gwen huffed, placing her pile of kindling in the center of the fire ring they'd made up. "It never ended well. We always fought. And then, when I started cooking for myself, I didn't mind if I burnt everything and never put in enough salt and always made everything too spicy. Food's supposed to be spicy back home."

"Do you go home often?" Fili asked, sitting back as Kili set about sparking up a fire.

The peace of nostalgia that had washed over her face was replaced by a thinly veiled frown. "Not in—" she stopped herself, taking in a breath. "It's been a bit."

"Why?" Kili asked as a spark took, a tiny burst of orange light illuminating the chill air.

He loaded smaller twigs on, which were quickly consumed by the starving lick of flame. Fili began adding some larger sticks, and by the time Gwen started speaking, there was light to read her face by. She had drawn up a fake smile, but Kili could see something odd behind the brown, firelit shade of her gaze. "It's…gets to be a point when you've been away for a while where it's not easy to come back, aye?"

Kili wanted desperately to question her further, but Bombur was on them, shooing the lot of them away from the fire with the demand that they fetch more fuel. Kili groaned internally. It had taken them practically an hour just to get what they already had. It wasn't as if they were in the forest. "I'll help," Gwen said, standing with them. Kili never got around to asking her what she meant.

* * *

The evening turned to being chilly as the sun slanted almost out of view, casting its last amber rays across the stone. They had their dinner by the light of the small, but fierce fire. Kili's rabbits had cooked well, and he'd gotten many thanks on his catch. Fresh meat was never going to be taken for granted on a long journey.

Gwen had chosen not to sit with Kili, Fili, and Dwalin, instead placing herself next to Ori. Kili was glad to see that they seemed to get along well. Gwen was smiling, and Ori's voice had gotten stronger and less afraid as dinner progressed. Kili hadn't the faintest clue what they were talking about, but their conversation was interrupted as Dori finished doling out food and brushed Gwen out of his spot next to Ori.

She looked a bit miffed as she stood but followed Kili's beckon, picking her way around the outside of the circle of dwarves. Fili slid over closer to Oin on his far side, and Kili smushed closer to Dwalin, giving Gwen room on the flat rock they had cleared. "Thanks," she mumbled as she sat.

Kili noticed Dwalin shoot her a bit of a sidelong look of annoyance around a mouthful of stew, and elbowed the dwarf. "Play nice," he hissed.

It was lucky Dwalin had helped raise him from babehood because although he bristled, he didn't hurt Kili as he expected he would have done with another dwarf.

"Seemed you were enjoying yourself," Fili said, nudging Gwen.

She shrugged, cradling the bowl of soup she'd brought with her between her crossed knees. "It was nice to speak to an intellectual for once."

"Oi," Kili protested. "Just because I'm pretty doesn't mean you can overlook my brains."

"So shallow," Fili admonished. "We're not just gorgeous faces and beautiful bodies."

"I believe I need not argue further," Gwen said drily, taking a bite of stew.

"Rude," Fili grumbled, leaning over to bump his shoulder into hers.

Gwen yelped as her bowl sloshed out onto her right sleeve at the sudden movement. "That's _hot."_

Fili cringed and pulled the bowl out of her hands. "Sorry, Gwen."

"It's alright," she hissed, shaking out her sleeve. "I didn't need that section of skin anyway."

"I'm sure you're barely scalded," Kili scoffed, although he kept an eye out to make sure her injuries weren't actually dire. "No need to be dramatic."

She shot him a glare, squeezing the broth out of her sleeve. "You're a bloody hypocrite, Master Dwarf, you know that?" She rolled up her sleeve, and Kili's eye caught onto thick black marks that swirled and slashed up under her sleeve, starting an inch away from her hand. Right, tattoos. He had been meaning to ask about those.

Fili beat him to the chase, setting down the two bowls he was holding to catch her arm. "What's this?" She tried to pull her hand back, but Fili held firm, drawing up her sleeve to the elbow, where the marks only grew thicker.

They weren't any discernable patterns to Kili's eye. Some of it looped like the eddies of a stream, with thin, swirling lines, flowing out into thicker bands, carving their way up her flesh. In places, sharp, bold lines cut through, leaving harsh angles and unfamiliar shapes. Gwen pulled her arm from Fili's grasp. "Just tattoos, no need to gawk."

It wasn't unusual for dwarves to ink themselves. Dwalin, next to him, was a prime example of just this, however, her tattoos were only black, it seemed, no color or discernable words or figures. Just lines. He couldn't help but be fascinated. "What does it mean?"

"Nothing, technically. They're just lines. All of my family and friends had them. Different, for each one of us," Gwen said, keeping her forearm in her lap, though she left her sleeve rolled up, and her markings on display. "It's odd to see someone completely unmarked and unpierced."

"Pierced?" Fili repeated.

"Nose, brows, lips, tongue, cheeks," Gwen explained, shrugging. "There's not much to do out there with all that sand. You tend to sit about wondering what you can get away with putting needles in. Back when I was much less wise, I had two pins clean through my eyebrow."

"Really?" Kili said incredulously. Piercings weren't unheard of, but he'd only ever seen them in ears.

"Why would I lie?" she asked, looking at the both of them incredulously.

"I'm sorry, I'm just struggling to wrap my mind around this," Fili explained, holding his head, as if deep in a troubling thought. "Why would you pierce your brow?"

"It was fashionable," Gwen protested, her hand rising up to feel her forehead, where Kili assumed the offending jewelry had once been. "Well, I thought it would be, at least."

"Let me see," Kili insisted, reaching up to pull her wrist away from her face and peer closer. The dim light made it difficult to see, but indeed, after a moment he noticed four indents surrounding the tail of her brow. "Oh."

"Now I get to see," Fili insisted.

"I'm not a bloody _freak_ show," Gwen bit out.

"Please—"

"Valar, don't you start begging," Gwen groaned, hearing the pleading in Fili's tone. She turned from Kili, giving Fili a good look at her brow.

"Hm," Fili mused. "I see it. I just still don't understand it. It can't have looked good in the least bit."

While Gwen protested that claim, Kili turned to see Dwalin side-eying her wrist, his interest piqued. It only took a moment for him to reach over Gwen, and grab her arm, pulling it over him to Dwalin. "Would you like a closer look?"

Gwen let out a strangled shout as she half fell into him. "Dammit, Kili."

He ignored the way that for a moment, she was half laying in his lap, warm and distinctly female, and no. He would not go down that road. Not at dinner with Dwalin and Fili. She did smell all soft and un-dwarflike though…

Dwalin appraised her exposed tattoo with unmoved eyes and then shrugged. "Not bad."

Gwen glared at Kili as she straightened up, though she left her wrist on Kili's knee for Dwalin to still see. "I told you I'm not a freak show."

"But Dwalin has tattoos too," Kili defended himself. While he realized now that perhaps his actions were not overly wise or polite, his logic seemed pretty flawless to him in the moment.

"Aye, I noticed that," she grumbled.

Dwalin spoke, his eyes still studying the work on her arm. "Your ink's fading."

Gwen was noticeably offended at that comment, and pulled her arm back, yanking down her wet sleeve. "That's a natural thing."

Dwalin scoffed slightly. "It shouldn't be happening this early. Either those are getting quite old, or that's poor quality ink."

Gwen blushed a tiny bit at this accusation. "Well, I'm sorry, it was the only ink I could get ahold of."

"Remind me not to go to an Easterling for a tattoo."

"Remind me not to go to a dwarf for the appreciation of sentimental body modiffications," Gwen bit back, her embarrassment turning to irritation.

Dwalin made a low, grumbling sound that Kili identified as something similar to a chuckle, before he stood, taking his soup with him, to sit with Thorin and Balin. Kili turned to Gwen with a grin. "I don't think he hates you. That was almost a laugh."

"I'm so grateful for the vote of confidence, Master Dwarf," she drawled.

Fili handed her bowl back. "I don't know. I don't think he hated you _too_ much before this. He at least tolerates you now."

"That didn't make it any better," Gwen grumbled, digging back into her food. If Kili hadn't known any better, he would have sworn that she was pouting.

He placed a hand on her shoulder, allowing himself to grow a little more genuine. "Don't worry, love. The others like you." She raised a brow, chewing on her mouthful of food. "Honestly," he added.

Gwen chuckled, stirring her soup, leaving her eyes cast down. "That's lovely. Master Dwarf, but I really don't care about that."

"It's true, though," Fili argued. "You saved Bilbo's life, Bofur told me that he likes drinking with you, Nori hasn't really said either way, but that's not necessarily a bad thing—"

"Ori certainly seems to like you," Kili offered. "Balin was nothing but cordial, Thorin didn't banish you from our presence, and Dwalin seems to be warming up a bit already!"

"All things considered, you are on the way to becoming a regular old spoon in the silverware drawer," Fili said with a grin.

"Shove it," Gwen said, still not meeting their eyes as she set down her empty bowl.

Kili didn't relent, nudging her with his elbow. "And Fili and I don't mind you, I suppose."

"Stop," Gwen said, and Kili was sobered by the seriousness of her tone. All joking was gone. What had he said wrong?

"We were just teasing, love," Fili said, his smile fading quickly.

"Aye." Her voice was tight, but she looked up at them, a fake half-smile on her lips. Kili could see something tossing behind her eyes. "It's nice of you to say." She cleared her throat, her eyes darting to the side. "I'm feeling warm all of the sudden," she said, beginning to get up from their spot. "I'm going to step away for a moment."

Kili set his bowl down, getting up after her. "I'll—"

"Alone," Gwen said firmly, causing Kili to pause in his tracks. "Just—" she flashed another fake smile as she stood, as if she was trying to put them at ease. "I need a moment. I'll be right back."

She was already turned around as Fili called after her. "Don't go far."

Gwen raised a hand to show that she had heard, but continued into the darkness, tense and hurried. Kili let out a breath and looked down at his bowl, his appetite killed. "That was odd," Fili said as he turned back around to the fire.

"I wonder what we said," Kili mused, as a knot of something like guilt formed in his stomach.

"Don't know," Fili said, "But I wish that she hadn't left."

Kili looked up to see Fili eyeing Thorin, a bit nervously. Their uncle's eyes were sharply trained in the direction Gwen had gone, and Kili cringed. "She's good at making herself look suspicious," he noted.

"It seems to be a talent of hers," Fili quipped, although the darkness hadn't totally left his eyes.

Kili chuckled, trying to squash down the nervous voices in his head. She probably had just gotten a bit overheated. Why would she lie?

* * *

As a quarter hour drew out into a half and then into two full hours, Kili only felt worse. He kept himself busy as best he could, with storytelling and food, and then setting up camp fully, getting out bedrolls, washing his face and hands, even combing his hair, but as the dwarves settled down for sleep, he turned to Fili, his tone low, but direct. "She hasn't come back yet."

"I was about to say the same thing," Fili said wryly. "It's cold out there."

That was the truth. The temperature has dropped with the sun, and since the fire was no more than smoldering embers, the air was breezy and bone-bitingly cold. Gwen could be lost, or injured or—

"She's probably fine," Fili said, and Kili realized he'd been reading the worry right off his face. Mahal, sometimes he was glad he had a brother who knew him so well. "But we should still go look for her." Again, Fili had pulled the words off of Kili's lips.

Kili nodded, and stood, picking up his coat with him. He put it on as he and Fili approached Nori and Bifur, who had been given the first watch of that evening. "Going out to fetch Gwen," Kili told them with the best carefree smile he could muster.

"Where's she gone?" Nori asked, raising a long brow.

Fili answered for him. "On a walk. We want to make sure she didn't fall asleep. She's a daft thing, sometimes," he added, chuckling.

Nori nodded, while Bifur merely grumbled at them in Kuzdhul. With this blessing, they were off in the direction Gwen had left. The air was chill and silent between them, save the crunch of their feet on gravel. They arrived at the road after only a few moments, and they both stopped, gazing up either direction of the path. Kili crouched down, inspecting the ground for tracks. The darkness was thick, and the path was nothing more than stone and hard packed dirt. Not a trace. Kili swore softly as he stood. "Don't know which way she went."

Fili nodded. "Split up?"

Kili didn't like the idea, but it seemed necessary. "Only go half a mile, then turn back?" Kili offered.

"Alright," Fili agreed, though his voice was grim. "Try and be back within the hour aye? I don't want to have to come out looking for your sorry arse."

Kili smiled tersely, resting his hand on the pommel of his sword, sheathed at his hip. "Same goes for you."

They split ways without any more ceremony, and Kili tried to tell himself that the night didn't scare him. It didn't, truly. It was a shallow fear. Childlike. But Mahal, it was terribly dark, and he could still hear the howls of the wolves in his memories. These mountains were wild and strange and every sound or sudden movement seemed to startle him. Fili's distant footsteps beating on the path were a slight comfort to him until they faded from earshot. Then he was left with the sound of his own pulse, and the wind moaning through the mountain peaks above.

He had chosen the course in the direction the company hadn't gone yet and regretted it to a degree. After a few minutes, he found himself perched on a steep cliff ledge, with a gravelly hill, impossible to climb on one side of him, and a sheer drop on the other side. There was little place for Gwen to have gone, so there wasn't much for him to search. He continued for what felt like half a mile, and then another quarter for good measure. There were a few patches of walkable land, but Kili combed through each those twice, and there was no sign of Gwen. He called her name as loudly as he dared, but his voice only echoed back to him across the empty space. She wasn't there.

Alone. He was entirely alone.

He didn't like that thought.

Kili didn't let his mind stray to darker thoughts, and instead turned, praying to anyone who was listening that Fili had better luck than him.

Whether it was on purpose or not, he made it back to their starting point in half the time he'd taken on the way out, and with no sign of Fili there, he had little choice but to start down Fili's path. He didn't call out much as he walked, just listened for Fili's footsteps. Kili usually travelled faster than his brother, so he was hoping that he would catch up with him soon. Perhaps if they were together, they could search a distance further down the path. He wouldn't put it past Gwen to go two miles or more in order to find some peace and quiet.

Though he'd never dare admit it out loud, Kili was nervous. He was nervous for his brother and for his friend, and he hated it. He hated not knowing, and not being able to do much to change that. He didn't like being alone.

It was ten or twenty minutes, but at last, Kili caught wind of his brother's voice, calling for Gwen. He quickened his pace to a jog, and the sound only grew louder. Kili was beginning to let himself get hopeful when his brother's voice cut out. His heart dropped hard. Had something happened? Did he fall? No, that would make more noise…He slowed his run to a trot, hardly daring to breathe as he listened with all his might. He wished he had brought his bow. He was plenty proficient with a sword, of course, but if there was something out there, he'd rather not have it get close enough for him to need a sword.

Kili froze as he heard voices drift through the air ahead of him, and to his left. A small grove of trees had grown there, granted protection from the ruinous wind by a tight circle of high, stony walls. The underbrush was thin, but Kili was careful not to trip on it in the darkness as he crept forward. The voices cleared up until Kili determined that it was Gwen and Fili. "It's late," he heard Fili say, but was unable to make out Gwen's reply. He sighed at whatever it was, and Kili tiptoed a few steps closer and then paused.

Did he want to be heard and seen? Did he want them to know he was there?

Something made him drop to a knee behind a tree, peeking towards them from behind it. It couldn't hurt to listen a bit, aye? It was dark, but Kili could see that they were sat up against something. A log or a rock? Gwen was hugging her knees to her chest.

"What's wrong?" Fili asked, quite simply.

"Nothing," Gwen replied as easy as breathing. She almost sounded as if she was being honest.

"Come on. I may play the fool, but I'm not really one." He was genuine but pressing hard. "What happened?"

"Nothing happened," she started. Fili tried to protest, but she didn't let him. "And nothing's wrong."

"I'm sorry, Gwen, but that's just not true." There was a long pause before it seemed clear that Gwen wasn't going to speak. "You're a stubborn pain in the beard, you know that?"

"Oi—"

"Thorin's the same way."

Gwen groaned. "Don't compare me to him."

"It's a fair comparison," Fili insisted. "You both refuse to admit when something's gone screwy, and it's such a bother prying out what it is."

"If it's such a bother, then stop," Gwen said quickly, her tone cold.

"Mahal, woman, that's not what I meant," Fili sighed, obviously exasperated. "I just meant to say that I have experience getting someone just as stubborn as you to talk, so you aren't going to outlast me."

There was another long pause, this time broken by Gwen. "Master Dwarf, it's late—"

"Don't _Master Dwarf_ me," Fili told her sternly. "You know my name."

"Fili, then," Gwen began, frustrated. "It's late, and you should go back."

"Are you going back?"

"Not yet."

"Then neither am I."

Gwen let out a frustrated growl. "Would you just give up already?"

"No. Not until you tell me what's wrong."

"There's nothing wrong!" she snapped, her patience wearing thin.

Fili was persistent. "Bloody hell, Gwen, I know that's not true."

"It _is_ true!"

"Shouting isn't going to make you more right, you know."

Gwen seemed beyond the point of caring. "Would you just _shut it?_ Leave me alone. Stop—" she seemed to realize she'd lost her temper, but when her voice came back down, it sounded hollow. "Just…Stop.

"What do you mean?" Fili asked, his tone growing gentle as her outburst faded.

"Stop…caring so much. I don't get it." She sounded utterly defeated. "Am I losing my mind?"

"What?"

"Have I gone mad?"

"Gwen—"

"I've been-alone." Her words were jilted and unsteady as if they were being said faster than she was thinking them. "I mean, not always, but I've been alone for so long—and happy, too, don't think of it like…Valar, what am I even doing? What am I doing with all of you?"

"Traveling?" Fili offered, sounding unsure.

"Shove it," she laughed, her voice muffled, as if her head was in her hands. "Just shove off, Fili."

"I won't."

"You're—you're such a bloody _bother,_ you know that?"

Kili had to admit, he was impressed with his brother's patience. However, the raw emotion in Gwen's voice was doing something odd to his stomach.

"Oh, I know," Fili chuckled. "But…It's not like you're stuck with us, you know? It won't be long at all until you're rid of us entirely."

"I know that," she huffed. "And that's…that's not the problem, aye?"

"Then what is?" Fili urged, gently.

"What are you?" Gwen asked drily. "Some kind of mind doctor? Trying to fix all the deep-rooted problems I've got?"

"Gwen—"

"I don't want to not be stuck with you," she blurted out, sounding more vulnerable than ever.

Vulnerable. Kili didn't think he had ever gotten to use that word to describe her before. It made him feel a bit sick.

"Oh. Gwen—"

"Or, I won't want to," she hurried to explain. "It's not like I've gotten fond, it's just…I don't want to get used to it. I've…I've done this before, Fili. Gone and gotten all comfortable and attached, and then had reality come back in. I feel like…I feel like I've set myself up to lose something, and honestly, I don't know why I did it."

Fili seemed at a loss for words for a moment. "Well…Mahal, Gwen."

"I made a mistake," she said almost too softly for Kili to hear.

"That's where I disagree," Fili said, gaining back a little confidence. "You don't seem like the mistake making type."

She laughed bitterly. "Then you're not a very good judge of character, Master Dwarf."

"Fili," he corrected her. "I am, though. You'd be surprised at my perceptiveness. But…You can't read the future, aye? And being happy with where you are now won't necessarily ruin you for later, even if saying goodbye isn't easy."

She made a grunt that was somewhere between dismissal and agreement.

"Now," Fili said, a bit of lightness infecting his voice. "That wasn't so hard to talk about, now was it?"

"Don't see what good it did," she shot back.

"It may do more than you think," Fili assured her. "Now are you ready to go back and get some rest?"

"I want to stay out a bit longer."

There was a pause before Fili spoke cautiously. "You promise you'll come back soon?"

"Aye."

"Really?" he pressed.

"I said, yes," Gwen repeated.

"I'm trusting you," Fili told her as his voice began to retreat.

Kili jumped slightly as he realized that his cover would soon be gone. He backed out as quickly as he could without being heard, only stopping a few feet down the path. It wouldn't hurt for Fili to know he was there once he was out of the trees. He had missed the tail end of their talk but had heard enough. Kili tried to tell himself he was just glad that Gwen had turned out alright, but there was something cold and unhappy wrapping a tight fist around his insides. Mahal below, what was wrong with him?

"Kili?" His brother's voice startled him into turning. Fili looked quite surprised to see him. "What are you—Gwen's—"

"I know," slipped out of Kili's lips before he could think.

"What do—" Fili started before realization dawned over his face. He quickly took control of his features and started back down the path towards camp. "She's staying out for a bit. Although I guess you heard that."

Kili walked after him. "Aye."

"Why did you hide?" Fili asked, sounding genuinely curious.

While it wasn't an accusation, Kili couldn't help but feel like a part of it was. "I don't know. Didn't want to startle you two I guess. Easier just to eavesdrop." He shrugged. "You did well talking to her."

"She's stubborn."

"Don't I know it?" Kili chuckled, though that bitter feeling was still tight in him. "You got her talking more than I would have."

"Are you jealous?" Fili asked incredulously, stopping suddenly and turning back to face him.

Kili felt heat rise up onto his cheeks against his bidding. "What? No!"

"You're blushing!" Fili pointed out, smirking. "You are!"

"Sweet Durin, Fili, I didn't say that."

Fili shrugged. "You didn't have to. Although you shouldn't worry. You can have her. She's far too much work and has far too little hair for my tastes."

Kili was trying as hard as he could to keep from sputtering. "I don't _want_ her though."

"But you do."

"Where are you getting these ideas from?" Kili asked, starting walking again. It felt a bit like his head was spinning. Had Fili lost it?

"The way you look at her. She fascinates you. There's the same look in your eyes that you got when Thorin was first teaching you how to track. Or when you first learned to shoot."

Kili had to turn, as it seemed Fili wasn't following him. "Really?" he asked, in genuine disbelief.

Fili nodded, looking a little too smug for Kili's taste. "It's clear as day. You've got your mind set that you're going to make her like you."

Bloody _Mahal_ he hated how well his brother knew him sometimes. "I just want her to decide that I'm her friend. It doesn't mean I _want_ her like that, you nosy bastard."

"It _does_ mean you don't like me talking to her though," Fili said, grinning.

Kili frowned as he was reminded of that feeling in his chest. "I don't think that's it."

Fili's knowing smile faltered. "Honestly?"

"Aye." Kili raked his fingers through his hair. Despite the cold, he was sweating a bit. He really was tired.

"What is it, then?" Fili asked, stepping closer.

"I don't know," Kili admitted. "It's…she won't let me help her."

"Oh."

"I want to help her. I would—I _will._ She just…she won't let me." He met Fili's eyes as he felt that knot in his gut throb a little. Yes. This seemed to be the problem plaguing him. "Why won't she let me help?"

"I…don't know, honestly," Fili admitted with a sigh. He started walking again, glancing back to make sure Kili was following him. He was. "She reminds me of Thorin a bit, in that respect. And with him, I figure that he went so long with no one wanting to help that he decided he doesn't need help anymore. Of course, I can't be certain that's how Gwen got that way, but I have my suspicions."

"That's daft."

"It is," Fili agreed. "But, there's something in there, where she's…she's gotten locked up. There's a line she won't let me cross. She's not telling me everything."

"Why?" Kili asked. He knew there was no chance his brother had an answer but he was too exhausted to censor his mind.

"She's scared," Fili replied with confidence, to Kili's surprise. "That's it, mostly. I think she's just scared."

"How do I make stop that, then?"

Fili stopped, turning back. There was something akin to guilt in his posture and voice. "I don't know. I just don't know, Kili."

Kili's eyes widened. "By Durin, Fili, don't feel _bad—"_

"I do, and I will," Fili said, his voice gravelly with fatigue and emotion. "I…I want to be able to help. You and her. To give you the answers. I want—"

"That's not your job," Kili sighed, laying a heavy hand on Fili's shoulder. He'd seen this kind of upset in his brother before. He loved to help people. He thrived off it. And the thing he hated most was being unable to do that. It was a stupidly admirable quality. "I can't expect you to have the answers. I know you don't. And that's alright."

Fili sucked in a deep, fortifying breath. "Aye. You're right, Kee."

"I am," Kili said, giving his brother an honest smile, even through the haze of exhaustion.

Kili's hand fell away as Fili lead them into walking again. "I think you could figure it out better than I could."

"Hm?"

"How to help her," Fili explained. "I think you'll work it out."

"Well," Kili said, recalling reality. "A handful of days isn't long to work it out, but if you say so, brother."

Fili shrugged. "A lot can happen in a few days." There was a long pause where the only sound was footsteps and wind before Fili laughed. "I'm tired."

Kili couldn't hold in his own responding laugh. It came from somewhere between absurdity, exhaustion, and relief. "Aye. Me too."

* * *

He had fallen asleep the moment he crawled into his bedroll but wasn't in so deep a sleep that he didn't wake when Gwen returned. She moved silently in the vague moonlight, getting out her blankets, unpinning her hair from its low bun and rewrapping it loosely. She set up only a yard or two away, so she saw Kili's gaze on her as she wrapped herself in a blanket. She didn't startle, just blinked, and smiled almost apologetically. She couldn't meet his eyes. Kili broke the silence. "Goodnight."

She looked almost surprised he didn't say more, but murmured back "G'night."

Kili rolled over to fall back asleep, content. He didn't have any idea how, but he would figure her out. He had to.

* * *

 _ **Hello! Thanks for the read, and for the reviews/favs/follows on the last chapter. You all are the reason I keep writing. Don't forget to review. Your contributions help me keep this story the way you want it to be. Plus, they kind of make my day, so let me know what you think! If you haven't read the story before, do you have any ideas as to what secrety secrets I'm hiding away right now? Thanks again for reading, and I'll catch you on the flipside! (The flipside being Sunday, of course)**_


	4. Chapter 4

**CHAPTER FOUR**

" _These are my words that I've never said before: I think I'm doing okay."_

 _-Staind: "So Far away"_

It was a spring morning. The air was taught and crisp and bright, one of the first warmer days after the breaking of winter. Thorin was taking advantage of this, taking both Fili and Kili out for training. This duty would usually fall onto Dwalin or Ma, but since Thorin had made time that day, they would be going out with him. "Has Dis taught you how to shoot?" Thorin asked as they passed out of the mouth of the cave, to the training fields that spread out beyond the gate.

Fili nodded, while Kili shook his head. Thorin saw this and a slight frown danced over his lips. They reached a low shed, and Thorin unlocked it with a large skeleton key. The door swung open, the smell of must pouring out. Thorin stepped into the darkness and returned a few moments later with a sword wrapped in an oilcloth and a short bow and quiver of arrows slung over his shoulder. He handed the sword down to Fili and pointed towards the sand ring. "Go practice the patterns I taught you last month."

He groaned, taking the sword from Thorin. "I hate patterns."

A smile touched Thorin's lips, and his tone softened. "Aye, I know you do." Fili looked at him hopefully, but Thorin merely slapped him on the shoulder. "Go on anyway."

Fili huffed but trotted off towards the ring, and Thorin turned his attention to Kili. "Have you seen anyone shoot?"

Kili shook his head. "No. Ma's restrung hers in the house, I think, and I saw that."

Thorin nodded. "Aye, that sounds right. I don't like to use them."

Kili followed at Thorin started towards a range beyond Fili's fenced-in area. "Then why do I have to learn how to use it?" Kili asked, frowning.

"It's an important skill," Thorin explained. "They are necessary for hunting, and can be an important part of battle."

Kili critically eyed up what looked to him to be a branch, a string and sharpened twigs. "Really?"

"Really," Thorin sighed as he set down the case of arrows against a stone, taking the bow in front of him. "Now, it's important that you watch me, Kili—"

His eyes found the sun, only just rising up over the distant peaks of the SoutherBlue Mountains. It would be a few hours until lunchtime. A few hours of this. He wished suddenly to be anywhere else. Playing with Gimli, sleeping, even reading under the watch of Balin. Anything but—

A sharp smack to the back of his head took his attention, and he looked up to see Thorin glowering at him. "Are you paying attention, Kili?"

"Yes," Kili grumbled, reluctantly listening to his uncle again.

"As I was saying," Thorin said pointedly. "This is a dangerous weapon, even if it doesn't look as wicked as a sword." Kili nodded dutifully, really trying not to lose focus. "It sounds more complicated to shoot than it is, so I'll just demonstrate. Watch carefully," he warned.

"Aye, Uncle," Kili said, trying to keep his eyes on Thorin. Lessons were so, so dreadfully boring.

Thorin paused for a moment, making sure he had Kili's attention before he drew an arrow from the case. He angled himself sideways, facing Kili, his face pointing to a pile of hay sacks piled up a few hundred yards away. They were worn down and weathered from a lack of use or maintenance. This was so, entirely _not_ interesting. Thorin settled his hands and arms into position on the bow, holding the arrow against the string, and drawing it back to his ear. "Examine the stance." Kili nodded, trying not to roll his eyes. "Kili—"

"I examined it!" Kili protested, his frustrated tone matching his uncle's. "Just shoot."

Thorin's jaw tightened in irritation, and in a moment, the arrow was flying down the field, sinking itself into the hay. It was all so painfully simple. Kili's eyes fell back onto the sun. Lunch couldn't come soon enough. Suddenly, the bow was roughly shoved into his hands. Kili looked up to see Thorin's lips set in a frustrated line, his eyes alight with irritation. "If you're not going to listen, I'm going to someone who will. Call me back when you can hit the target." With that, Thorin was marching off, dark as a storm.

Kili let out a huff, something stinging in his gut. Why was Thorin so angry? Kili had been listening. He didn't deserve getting _shouted_ at.

He looked down at the piece of hewn wood in his hand. Shooting. It was simple, aye? His Ma did it. He was a natural at swords, axes, and knives, why would this trip him up?

An hour later, Kili had decided that perhaps it was tripping him up. It had taken fifty tries just to get the arrow set on the string, and even then, he couldn't get the leverage he needed to draw the string properly. His elbows were swaying and getting in the way of his eyes, but he refused to admit that he should have looked at Thorin's stance more closely. He would figure this out.

The adrenaline pumping through his veins kept him from feeling the way his arms trembled and burned and his fingertips bled. The sun beat down on him, and he had to tie back his hair, but there wasn't a force in Ered Luin that could move him from that starting line. He was going to figure this out. Kili's mother was always calling him stubborn, but Kili was unsure that that was the right word for it. More so, he just refused to let something as silly as a bow show him up. He would win.

Kili barely acknowledged as Fili came to tell him that it was lunch. The sun was hot and he was sweating but he had finally managed to get the arrow to fly a few feet ahead of him. Fili brought him water. He didn't stop to drink.

The sun was hazy, the air hot, but the breeze kept his blood pumping. Every tiny success fueled him. He was getting closer with every shot. His runs to go fetch his fallen arrows grew more clumsy as he became almost feverish with adrenaline. He was winning. He barely breathed as one of his arrows fell only two feet to the right of his target. He let his muscles take over, burning as they moved through the motions he had just seared into them. His breath swelling in his chest gave him strength, and he drew back the arrow. His eyes momentarily struggled to focus, but the moment the image crystalized, and the air fell dead silent in anticipation, his bloodied fingers let the arrow spin away. It arched through the space with reckless abandon, and Kili held his breath until it sunk itself only inches away from Thorin's lone arrow, into the hay.

He would have dropped the bow had his swollen knuckles allowed him, and he turned around, his voice hoarse as he called out, "Thorin!"

No response came. He saw then that it was almost sunset, growing dark already. The air was cooling and Kili collapsed onto his knees, the bow falling neatly onto his lap.

He loved it. He loved the way it made his blood burn, the fire it lit inside him. He—they had won.

* * *

Kili woke in a cold sweat, his heart pounding. The only sound was the breathing of other dwarves and the faint howling of wind over stone. He laid back down, catching his breath. That was an odd dream. It bordered on being a memory, but it was more vivid than he ever could have recalled. His heart was pounding at the mere recollection of that day.

He found himself rolling over, to where Gwen slept, a few feet away, on his left.

She slept unmovingly, her breath faintly disturbing the stillness of her blankets. Peaceful.

He always had loved a challenge.

* * *

The days passed by in almost bland regularity. They would wake to warm and finish the last night's food, walk in silence until they had woken up all the way. The wave of cheered, bantering conversation would grow stronger, and by their midday rest, they would be sparring and laughing, as they drank deeply of whatever water they could find. They would come out of their midday break feeling refreshed, but as the day grew later, and the sky darker, the conversation would ebb, like a river's flow. Dinner was a less energetic affair than their midday break, but they ate happily, always hungry. They'd go to sleep, feet aching, dreading and anticipating the next day's trek.

Kili found himself a few times a day wishing that they had not lost their ponies. Still, they made good speed. Thorin predicted that they would be out of the mountains in a week or less. Gwen doubted this, but would never voice that out loud.

While lacking in excitement, there was certainly something pleasant about this rhythm they all followed. Kili had been on long journeys like this more recently, but to a certain point, he couldn't help but feel like a wee dwarfing again, being allowed to travel with the older dwarves. There was an almost childlike excitement around the whole thing. It wasn't every day that they got to be on a quest that would be told of by bards for centuries to come.

Kili wondered if the great tales would mention him. Thorin, of course, would be the leading character. Fili would surely come up, being heir to the throne. But the runt of the litter? He wasn't too hopeful. He might get mentioned for his bow. His thoughts strayed to Gwen a bit more than he would have liked. Would she be a player in these tales? In their tale? Part of him dreaded the idea, while another liked it a bit too much.

He was glad to see that she settled into the company somewhat comfortably. Thorin certainly hadn't cozied up to her, but they hadn't argued yet. Merely terse discussions about their navigation over particular mountain peaks. Gwen seemed to have good eyes and a keen sense for what paths would be easiest and fastest for them to tread, although Kili suspected she may have been secreting away a fear of heights. While the trails she chose were good, she seemed to lean towards recommending the less precarious and cliffy paths.

Gwen passed much of her time talking to Bilbo about things of the Shire and of Rhun as they walked, or listening to Bofur's tales or Nori's jokes, though she often found herself back between Fili and Kili, typically rolling her eyes. Kili would never admit it out loud but it seemed she belonged there.

It was their midday break, and Kili had just finished eating a quick bite of bread and cold potatoes and was cleaning off his sword. No matter what he did, it seemed that grime and dust would always manage to slip in there and gum things up. It was one of the many things that made swords a pain in the arse. Gwen was with Ori. They seemed to be reading together, another thing that Gwen would spend long hours doing, especially at midday, when the light was good. Dori wasn't happy about it, but eventually, he seemed to give up on breaking up their academic friendship. Balin and Dwalin were smoking a bit, while the others sat in a circle, playing a betting game with dice and wooden cards. It was one of Bofur's favorites. Kili didn't often play it, seeing as Bofur would always manage to con him out of whatever money he put into the pool.

Fili had the worst fate of the whole company. He was with Thorin, bowed over their map. Kili believed that he had overheard them discussing their supplies and when they would be able to refresh their food stores; where they could afford to take breaks, what towns they might pass through, thoroughly boring things.

At least the weather was lovely though. They had stopped on a wide plateau, where the sun basked over them, but the air was nippingly cool, a persistent breeze whisking away the heat of the distant sun. It was sparsely grassy, mostly stone and moss, but displayed the wide mountains around them beautifully. Kili couldn't help but admire the majesty of the stone and ice that had formed the rugged landscape. As excellent as dwarves were at stone working, they would never be able to craft something of that magnitude and greatness. It was humbling.

Kili was just about to stow his sword away and maybe look in on the game, when Fili returned, looking mildly exasperated. He took a seat on a rock next to Kili. "He thinks we can run on no supplies and no rest, Kee."

"All things considered, he's not wrong," Kili acknowledged. "We've been doing it for a week."

"But could we do it for another week?" Fili asked. "It could just be me, but I am exhausted."

Kili agreed silently but decided he would, instead, lighten his brother's sour mood. "I think I can fix that."

Fili just had time to look over at him warily, before Kili was up on his feet, sword drawn and leveled at Fili's neck. "Fili, son of Kilhon, I challenge you to a duel."

Fili rolled his eyes. "Kili—"

He responded by letting his blade tip brush Fili's throat. "I warn you, turning down this offer will result in _endless_ mockery."

"Endless?" Fili repeated, raising a brow, a playful spark at last entering his eye.

"Endless."

Fili put on a show of sighing heavily, moving aside Kili's sword with one hand, and standing, drawing both of his blades. "I suppose I can't turn that down, then, lest I submit to my dreadful eternal fate."

Kili grinned, feeling his blood begin to flow again. "Wise choice."

Fili didn't take the time to acknowledge that, launching himself at Kili. The sound of steel clashing against steel rang into the air, high and sharp. They fought with the ease of those who knew each other better than anyone, but with the stubbornness they'd both inherited from their mother. Kili gritted his teeth as one of Fili's blades skimmed over his chest, nearly tapping his armor. He recalled their duel in the snow a week back, when Gwen distracting him had caused him to lose. Fili wouldn't be so lucky this time.

Kili's muscles burned as he kept himself quicker than Fili. His brother had a strength advantage over him, so Kili had to make it up with speed. His lungs stung, but his blood was thrumming through his veins delightfully. He was so absorbed in this spar that he didn't even risk the mental energy it would take to make some lighthearted quips. Fili was also taken up in the fight, so they sparred silently, save their breaths, the crunch of their feet on gravel and the clashing of steel. The stony ground came to Kili's advantage as Fili momentarily stumbled. He regained his balance quickly, careful not to allow Kili an opening, but he was too hasty. He dove towards Kili's left side, but Kili made no effort to parry the blow, merely stepping out of the way of the clumsy effort. And _there_ as Fili brought his other blade around to nip at Kili's legs, was his opening. His blade clashed against Fili's hard, and with a bit of a twist, he had sent the sword past him and had a clear opening to lay the flat of his blade against Fili's forearm. If it had been a real fight, Fili would have lost a hand.

They both fought to regain their breaths as they stood apart now, their foreheads slicked with sweat. Despite the exertion, they were both grinning like mad. "Got to remember where you are, brother," Kili panted.

"I knew where I was," Fili replied, just as out of breath as he sheathed his swords. "I didn't know where that bloody rock was, though."

"It was under your foot," Kili told him, knowing and reveling in the fact that he was being a bit of a smug bastard.

Fili probably would have cursed him out, but instead, his eyes caught something over Kili's shoulder. "You look like you're itching for a fight, love."

Kili turned to see Gwen already shaking her head. "No, that's certainly not it."

"What is it then?" Kili asked, gripping the hilt of his blade.

"You're loud," she said shrugging. "Hard not to catch my attention."

"Care for a spar, m'lady?" Kili asked, half teasing, half serious.

"Not at all," she replied easily.

"Come on," Fili prodded. "I'm sure you could put Kili in his place."

"Don't want me getting cocky," Kili agreed. "Will you come and show me how awful I am?"

"It'll be good practice," Fili added, his tone coaxing. "It's really just practical. You'll get rusty."

"Will you shut up if I agree?" Gwen asked drily.

They both nodded, excited grins on their faces. She was so easy to coax. They both cheered a little, clapping each other happily on the back as she stood with a soul-deep sigh. She shed her cloak, and coat, dropping them next to Ori with an apologetic smile for the interruption of their conversation. The scabbard of the sword Kili had seen days ago hid itself neatly in the folds of her wine-red tunic, strapped onto her light leather breastplate, and she drew it easily.

Kili fought back a groan as he heard Fili practically _coo_ in delight as he saw the weapon. "Mahal, Gwen, let me see that."

"I thought I was supposed to be sparring," she drawled, though she held the hilt out to him.

Fili ignored her, and took it, testing its weight, and inspecting it carefully. "I haven't seen this style often."

"It's a Rhunish design," she explained.

Fili hummed in comprehension, and Kili took his hand of the hilt of his sword. Knowing his brother, he might never stop examining the blade. It was pretty, certainly, and Kili loved blade smithing just as much as the next dwarf, but Fili took his love for metalworking to an almost problematic level.

"How many layers is this Damascus?" Fili asked, running a finger over the spine of the blade. "Is it acid etched? This is beautifully crafted. Did you make this?"

Gwen sighed at the quick-fire questions, but cut him off before he could continue. "Two hundred and fifty, yes, and no. My uncle had a shop."

Kili butted in. "Not that this isn't a great conversation, but can we get on with the match?"

Fili sighed, shooting him a droll look, but handed the sword back to Gwen. "Do it justice, love."

Gwen nodded and whipped the sword through the air a few times, reacquainting herself with its feel. It cut through the air neatly, whistling as it went. "Pretty," Kili admitted. "The sword's nice too."

She groaned. "Shove it."

"Make me," Kili challenged, and Gwen didn't need any further prodding.

Her initial strike was a bit clumsy, but she made up for it with speed. Kili's attempts from earlier with being quick on his feet looked pitiful in comparison. She was light, and her sword flashed around her, the curve turning easily around her body. She fought in a way not quite like anything Kili had seen before, reserved but keenly.

Due to the lightness of her weapon, she had greater freedom to start her long, swiping attacks from above or from the side, rather than from the hip, as Kili had been taught. He had to spend the first few minutes just acquainting himself with her methods, parrying away her attacks, before he leapt to the offense, taking advantage of a blind spot he'd seen in watching her. She barely caught his swipe at her stomach, stepping out of the way.

Luckily it took a moment for Gwen to refocus after this, as Kili had managed to unbalance himself with the strike. He was feeling the burn of his muscles from the last spar, and knew that she had both speed and energy on her side. Despite this, he was beginning to see a gap in her defenses. She was far too warry, spending a far greater deal of her focus on defending herself rather than attacking him. The moment Kili made an offensive strike, it would take her a few parries to gain back the confidence to attack again.

A plan crystalized in his mind, but it was much easier said than done. Her blade was made to cut, and while he didn't think Gwen would actually slice him to ribbons, her steel kissing up past his neck or down his stomach made him break into a nervous sweat. At last, she took a moment longer to bring her blade up, and Kili saw his window. He poured himself into a series of quick offensive blows, going for her legs and gut. He left himself rather open to attack, but as he suspected, she was too distracted warding off his attacks to see the openings.

Kili gritted his teeth as he realized that he'd never win like this. They'd be locked in a tie, him striking, her stepping out of the way or batting his sword away with the flat of hers until he was too worn down to keep up with her. He couldn't have her winning.

He swept his sword down for legs, and as Kili predicted, she swung low to deflect it. Before she could acknowledge he was doing it, he stepped a heavy boot on the end of her sword. Surprised, her grip loosened, and the sword fell out of her hand, clattering down onto the stone.

From there, it was easy, Kili swung a series of blows at the center mass of her body, and without a sword, she was just forced back, and in a few steps, she tripped, yelping as she fell back onto the ground.

Kili was just about to finish his victory when Thorin's voice pierced through the air, sounding none too happy. "Enough!"

He lowered his blade instantly, attention snapping to where Thorin was seated with Balin and Dwalin. The shouts of encouragement from the others died instantly, and Kili realized that they had drawn almost all of the card-playing crowd, and had perhaps gotten a little rowdy.

He tried not to flush in embarrassment as Thorin's searing gaze landed on him. "With all that shouting, we'll be lucky if a pack of animals doesn't find us and rip us to shreds."

Kili opened his mouth to protest, but Gwen's voice spoke, softly enough just for him to hear. "He's right."

The others were already dispersing, mildly embarrassed and miffed that their fun had been interrupted. Kili huffed out a sigh, tearing his gaze away from his uncle. They were just trying to enjoy themselves. He knew Thorin didn't actually hate happiness, but sometimes he did wonder….

"That was daft," Gwen said, her tone bitter.

"No," Kili admonished. "It was _fun."_

"Daft, you mean."

She started to stand, but Kili beat her to it, offering a hand. Perhaps their duel hadn't ended as he would have liked, but he could still save it. Gwen rolled her eyes, but took his hand anyway. Her fingers were rough with calluses and torn off nails, but slight and warm in Kili's palm. Despite being a head taller than him, she weighed less than a sack of flour, so he hauled her easily up off the ground. Before she could take her hand away, Kili leaned down, pressing a kiss to the back of her knuckles. Gwen hissed at the touch, a bright blush flooding her face. "Kili!"

Not the reaction he typically got from such a gesture, but he was beginning to just expect the unexpected from her. He plucked her sword off the ground, handing it to her hilt first. "Just wanted to thank you for the invigorating spar."

Whatever Gwen would have said was cut off by Fili, whose tone was mockingly irritated. " _I_ didn't get a kiss for losing to you," he grumbled.

"My tenderest apologies," Kili said in a husky voice, turning to grasp his brother by the shoulders. "Allow me to fix that." Before Fili realized what was happening, he darted in, planting a soggy, slurping kiss on his brother's cheek, and stepping away before he could be struck.

The dramatized gagging started up instantly, as Fili desperately rubbed his cheek. "Mahal below! That will never be unfelt!"

Their antics ended in a moment as they realized Thorin had approached. Gwen stepped up to him, after sheathing her sword. "I apologize for the disturbance, Master Dwarf." Her tone was stiff, and quite frankly not very genuine. Thorin accepted though, giving her a short dismissing nod.

Gwen left, adjusting her clothes, and Kili couldn't help but cringe as Thorin's full attention turned to him.

"I apologize for raising my voice," Thorin said.

Kili blinked in surprise, unsure if he was hearing correctly.

"It's alright," Fili said easily, with a smile. The tension melted out of his brother's body, and while Kili was still cautious, he relaxed a little as it seemed Thorin wasn't there to scold them. "You were right."

Thorin gave Fili a tired half smile. "Go on," he said to him, nodding his head towards the others. "Get them ready to go."

Fili nodded, and was off. And Kili was alone with his uncle.

The moment Thorin turned to him, Kili could see the lecture about to come out of his mouth, and annoyance bubbled up in him. "It's alright," Kili said tersely.

Thorin raised a brow. "What?"

Kili shrugged. "Apology accepted."

He sighed. "Kili—"

"You were right."

"Now you're just repeating your brother," Thorin said, a frown setting deep into his features.

"So? I feel the same as he does, I cannot be blamed if my words also echo his."

The exasperated look on Thorin's face only made irritation hotter in him. "I don't want you just blindly repeating your brother, Kili. I want you to forgive me."

"I have!" Kili protested. "I said you're alright, what more do you want?" Thorin tried to break in, but Kili could already see where this was headed. "Thorin, I'm not a child anymore. I'm not throwing a temper tantrum and I'm not going to pout at you because you ruined my silly game, aye?"

Thorin sighed heavily. "I never said any of that."

"You didn't have to," Kili spat, trying to keep his tone low, even though he was itching with anger. "No matter what I do, I'll still be a bloody _infant_ in your eyes, Thorin. And that's not what I am. I've grown up. Did you know that?" There was only silence in reply, and Kili sucked in a deep breath, willing his temper down, and his tone cold. "We better get back on the road."

The silence followed him as he walked briskly away back to his pack to stow away his cloak. He sat down heavily, and a wash of bitter emotions flooded him. He didn't deal with that well. He had no problem admitting that now. Indeed, his argument that he was not childish probably came across as well…childish. But this had been a sore spot between him and Thorin for as long as he could remember. Fili was the brave and responsible heir to the throne, while Kili was the reckless dwarfling.

"I don't think he meant to make you angry."

Kili startled, and found Gwen had sat next to him without him realizing. She kept herself occupied with her hands, untying and retying the laces of her sleeves. "Heard that, aye?" Kili asked wryly.

She shrugged. "I have sharp ears."

"Hope you don't think less of me," Kili said, his tone light, but a knot was in his throat. There was more truth in that statement than he really wanted to admit.

Gwen shook her head. And there was a beat of silence before she spoke up, the words seeming to come out of her mouth before she could think of them. "Thorin—I think…I think that he treats you as a child because that's what he wants you to be. He—he sees you—I think-as something untouched…like, pure, aye? Well not pure, but…I think you're something untouched by the dark in his mind. Just…young. Happy. And so he makes you that. Doesn't want to see you grow up because he thinks you'll change." She finally dared to look up at him, and Kili was wide-eyed at this observation. She had voiced a lot of the things Fili had hinted at, or things he'd wondered. "Sorry," she continued. "I'm not trying to defend him at all. He is being unfair-"

Kili reached out to grab her hand before it could worry her sleeve further, holding her fingers gently, but firmly. "Thank you."

Her eyes widened fractionally. "For? I'm just…It's odd seeing you upset, aye? Don't think-"

Kili smirked. "It almost seems as if you're getting soft, love."

Any tenderness their moment had shattered as she yanked her hand out of his and elbowed him sharply in the side. "Shove it, Master Dwarf." She was already up on her feet, as he laughed, feeling some of the heaviness leave him. "We have to catch up, they left without us."

He stood and followed her jog with a brisk walk. He smiled as he watched her trot over the rocks down the hill to the rest of the company. She really was an odd bird.

* * *

The mountain practically shook with each deafening peal of thunder. Wind howled down the valley crevice they were trapped in, the stone slick with sheets of icy rain. It felt as if someone had gotten angry at their good luck and was trying to peel them off the mountainside. Kili wished, not for the first time, that they had stopped for the night earlier.

Everything had been going so well. With another week of travel tucked under their belts, all bets were on them not having to spend another week in the mountains. They were all tired, but in good humor, and Kili had been feeling quite good about his circumstances.

Until, of course, this storm had rolled upon them from a previously complacent sky. It was difficult to tell if night had fallen, or if the storm just made the sky look it, but the only light that illuminated the too-narrow path they had picked out on the side of the cliff was white hot flashes of lighting. It would dart its fingers out over the angry swell of clouds, and Kili's heart dropped into his gut every single time, as it lit up the drop that they teetered on. Kili remembered being fiercely terrified of storms when he was young. While that fear was mostly gone, a storm of this magnitude still put him more on edge than he would care to admit.

The valley was too dark and too deep for him to see to the bottom, but he expected that if he were to fall, he'd be smashed to pieces on the rocks long before he hit the bottom.

If Kili was frightened by the circumstances, Gwen was bloody terrified. Glances over his shoulder showed that she was pale with terror. The only thing that kept her pressing along were terse encouraging words from Kili or Fili's hands, sometimes literally pushing her forward on the path.

Kili felt sick to the stomach and shivering with awful cold. He was truly miserable. They _all_ were truly miserable.

Thorin had just shouted something unintelligible back at them when there was a huge commotion in the line in front of them. Kili leaned out as far as he dared to see Bilbo scrambling, his shadowy form almost tumbling over the ledge, a cry falling out of his mouth. Kili's heart lurched into his throat and he froze, watching Bofur and Dwalin grab onto him. They managed to secure his wheeling limbs in time for Thorin to howl back, "We must find shelter!"

Kili would have made a quip about that if he wasn't numb and the sideways wind wasn't blowing tiny needles of rain into his eyes. Besides…his eyes scanned the cliffs around them…he didn't exactly see another cozy inn for them to hide out and meet friendly lasses in.

"Look out!"

Dwalin's warning barely pierced through the roar of the storm, but Kili looked up just in time to see a huge projectile, as big as a chunk of the mountain itself flying towards them. It hit high, but they all scrambled to get against the cliff face as it collided, shaking them to their very bones. The sound was somewhere between a crunch and a 'boom' and the cries of his companions rang out around him as the debris fell, rocks and boulders raining down onto their perch. With no overhead cover, Kili squeezed his eyes shut and tucked his head, praying to whoever was listening that they wouldn't be swiped off the rock face.

When the feeling of rocks hitting his arms subsided, he cracked his eyes open to see Gwen glued to the stone wall, her eyes huge and terrified, looking out at something in the darkness. Kili opened his mouth to ask if she was alright, but Balin's roar cut him off.

"This is no thunderstorm! It's a thunder _battle!"_

The chill set deeper into Kili's bones as he followed Gwen's gaze out into the abyss. Through the haze of rain and wind, Kili made out a dark figure, more massive than anything Kili had ever seen. It was jagged and as huge as a mountain, and it moved with the weight of one. Mahal above. They were dead dwarves walking.

"The legends are true," said Bofur's voice, carried to Kili by the wind. "Stone giants!"

They stood frozen in terrified awe as they watched the spectacle.

With a horrible cracking sound, deeper than any thunder, the figure launched a projectile the size of a house across the valley. The air echoed with its unearthly might. His eyes followed the flying stone as it connected with a dark mass, which Kili quickly identified as another giant. The creature moaned something as deep as the earth and fell back, shaking the unstable ground. Kili felt stone beginning to slide out from his feet as his ledge dissolved into the darkness. Thorin shouted something, but the only thing Kili made out was "Hold on!"

His fingers scrabbled helplessly across the slick stone, but found no purchase. He felt more helpless than he ever had before. A deep rumble under his feet woke, and to his horror, he watched a crack form between him, Gwen and Fili, only inches from his feet. As the crack yawned wider, Kili voiced all that he could: "What's happening?"

He only had a moment of eye contact with Fili over Gwen, who was paralyzed, before Fili had ripped her from the wall, and shoved her towards Kili over the gap, which had grown to two feet. It all happened far too fast. Gwen nearly missed the mark, surprised and shaking as she was, but Kili caught her as best he could, squeezing her tight to his chest and stepping away from the drop. "Fili!" he desperately shouted as the blonde head of his brother slid further away. He pushed past Gwen, reaching a desperate hand towards Fili, but he was gone into the downpour.

It felt like all the air was mashed out of his chest.

A torrent of rocks poured down inches away from him and Kili flinched, opening his eyes to find Gwen staring at him, primal fear written over his face. So Fili was gone. And now he had Gwen. He slipped an arm into her cloak, and wrapped it all the way round her waist, holding her securely.

She wouldn't slip away too.

Kili couldn't tell what was happening, but he could feel the stone he was on moving, hurtling through the dark. Had he been picked up? Were they on one of the creatures? There was only chaos; cracking rocks, slippery footholds, shouts, and roars. But Gwen was stable in his arms, shaking, but holding on to him for dear life.

With the biggest thud of all, they stilled for a moment, and Thorin's shouts had him shoving Gwen in the direction all the others were going. He made sure Gwen went first, but they all threw themselves onto a wider ledge before their previous perch hurtled away back into the darkness. Kili was bruised, and Gwen was still stiff with anxiety,but they were alive.

The sound of a scream caught his ear and he scrambled to his feet, seeing movement in the darkness. To his growing horror, he recognized the other half of their company, still swinging through open air, propped onto the knee joint of the colossal beast. Just as Kili had stood, he was forced to cower again as a blow struck the cliff wall above them, sending a flood of rocks hailing down at them.

He almost thought he could see the battle happening before his eyes. The giants swung slow, but immensely powerful blows at each other. One had just clocked the other in the jaw when a boulder came hurtling through the air from a new side, hitting the standing giant in the head hard enough to knock it right off of his shoulders.

They once again found themselves in the exact wrong place as the momentum of the head sent it smashing into the cliff above them once again, this time closer and harder than ever before. The whole mountains shook worse than any earthquake, and Kili's stomach had tied itself into knots long ago. As dark grit and stone poured onto him, he found it had almost become routine for him, flattening himself to the wall, ducking his head, praying to Mahal that he wouldn't be scraped clean off the mountain.

This was a waking nightmare.

A chorus of hoarse screams drew his attention just in time for him to watch his companions swing by, only feet away, as the stone giant staggered almost drunkenly about. The others were so close but in so much danger. They looked on helplessly as the group was swung out by a staggering step, and then began speeding in a direct collision path with the cliff face. Kili's heart leapt up in his throat at the sound of stone scraping and crashing stone. They had hit.

Thorin's violent cry of disbelief tore through the din, and Kili felt something in himself go very cold as the knee drew back, empty of dwarves.

Mahal. No.

It was almost as if time slowed as Kili watched the giant collapse into the abyss. He turned to look at Gwen as the blood in his ears roared. Her eyes were as wide as plates, hair wild, scarf ripped down to lay around her neck. Uncovered, her hair whipped around in the gale, revealing her slender neck, cutting up to her jawline and then to her delicately pointed ear.

Thorin's shouts cut through his thoughts and in a sickening moment, it felt like his brain burst a little bit with violent conflict of thought and priorities and what the—Fili.

His hand found Gwen's wrist, and he hauled her along as he followed the others, scrambling towards the corner where the knee had left a deep imprint in the mountainside. Kili had almost rounded the corner when Balin's voice floated back to him. "It's alright! They're alive!"

It felt like he could breathe again. As he came around the corner, he found himself panting but more relieved than anything that the other half of their company was there, tossed about and grumbling, but largely unhurt. Fili was alright. Mahal was good.

This relief couldn't last more than a moment as Bofur asked, "Where's Bilbo?" and then louder, "Where's the hobbit?"

Why was he _so_ damn easy to lose?

Kili's heart lurched as he caught sight of Bilbo, dangling by his fingertips over the edge of the cliff. His giant feet flapped helplessly, and Gwen's fingers tightened on his arm as Kili's heart pouded. He wanted to jump down there and save Bilbo himself, but he was yards away. Powerless.

Bilbo slipped and Kili thought he might be sick at the spectacle. The hobbit was too far down for Ori or Bofur to reach. "Grab my hand!" Bofur shouted, but it was useless. Bilbo was too far away and too weak. He was falling.

All of the sudden, Thorin was at Bilbo's side, hanging off the cliff on a small ledge, and he was hauling Bilbo up into the arms of the others. Kili didn't even get a moment of relief this time as Thorin's foothold cracked away, almost sending him into the dark. Dwalin was on it though, and took ahold of Thorin the moment he slipped. In a few anxious heartbeats, they were all shaken and freezing and exhausted and miserable but very much alive.

"I'd thought we'd lost our burglar," Kili heard Dwalin.

"He's been lost ever since he left home," Thorin spat. "He should never have come. He has no place amongst us."

Well, that was truly an awful thing to say.

Kili knew his uncle well enough to know that much of his ire was stemming from exhaustion and a few brushes with death, but still…the look on Bilbo's face made Kili's heart ache. He glanced back when he felt a tug from Gwen's wrist. While she still looked petrified, something had steeled her gaze and a flick of her eyes towards Bilbo was all that Kili needed to understand what she was up to. He let her go, feeling relief really sink in as he picked his way over to Fili who was futilely attempting to get Bombur to his feet. However, the moment Kili said his name, Fili turned, grinning. "Brother."

They embraced tightly, but only for as long as their circumstances allowed, and Kili would never admit it, but he wished they had embraced longer. After almost losing him, Kili wasn't keen on letting his brother, his best friend, get too far away. "Need a hand?" Kili offered, gesturing to Bombur.

Fili only nodded, still breathless.

Together, they managed to get Bombur upright, before they filed into the crevice Thorin and Dwalin had wandered into. It was dark and dusty, but at least helped them keep out of the rain and wind. Even this was a welcome relief, and Kili took the opportunity to pull his soaked hood off.

Dwalin searched out the back of the cave upon Thorin's advice, lighting a lamp along the way. It set the whole place aglow with orange light, and Kili found that he was already relaxing and growing weary. He and Fili were discussing their experiences, when Gwen returned, looking every part like a wet, unhappy cat.

"Is he alright?" Fili asked in a low voice.

She frowned. "I don't know. He didn't want to talk much."

Kili didn't hear what Fili replied, as he recalled something. Gwen's hood and scarf were in their proper place, framing her face in soaked red cloth, but…they hadn't been. And unless Kili's eyes were fooling him, he had seen very distinctly pointed ears. Now that…that was not something humans usually had, as far as Kili remembered. Unless he had seen them wrong. Some dwarves had misshapen ears, could it be the same for a human? He hadn't seen it before, but he hadn't been looking. But, what if-

"Can I help you, Master Dwarf?" Gwen asked suddenly, raising a brow, and Kili realized she was talking to him.

He blinked out of his thoughts. "Oh, no, it's alright."

Her teasing curiosity quickly turned into a frown. "Kili, what's wrong?"

"Nothing," he insisted, the lie sliding off his tongue easier than hot butter.

She seemed unconvinced, but relented.

* * *

Kili was exhausted but found himself awake an hour later. Thorin hadn't allowed a fire so he was still cold and wet, but they had taken out their (somewhat soaked) bedrolls, and nearly everyone had dropped off to sleep in a moment.

Except for Kili.

He found himself painfully awake, and wanting to be asleep, but instead staring at the girl who slept only a foot away from him. She usually kept her distance, but in such close quarters, she had little choice but to fit herself in between Fili and Kili. This had been thoroughly teased and Kili was originally pleased with the arrangement but now was finding it to have been a poor plan.

Even sleeping, she kept her scarf wrapped firmly about her head, blocking the one part of her that took up most of his thoughts. Her bloody ears. With a girl asleep next to him, he would have thought there were quite a few other things that would be keeping him up, but no. It was her ears. And whether or not they were all…pointy, and what if meant if they were.

He huffed silently, trying to situate his arm more comfortably under his head. At least she was asleep on her side, facing him. The faint light brought the freckles and dark spots of her skin into stark contrast, writing odd patterns across her face. The shadows hollowed her cheekbones and eyes, making her seem almost like a statue, stone, and remote. The only thing disrupting this solemn image was the dark strands of hair plastered about her cheek and the soft breaths that flared her nostrils.

Kili avoided at all cost the idea of how easy it would be to draw away her scarf, catch a glimpse of her surely human, though mildly deformed, ears. It would be so painfully simple to put to rest the stupid madness plaguing his mind.

He couldn't do that, of course. She would wake up, or scream, or maybe she wouldn't. She seemed to be sleeping soundly just like Kili wanted to be, but couldn't be because things _might possibly_ go awry if he acted on his impulses. But honestly, he was so exhausted, and how much damage could he really do?

His hand was halfway across the air between them when a hissing sound caught his ear, and a line carved itself into the sand between him and Gwen. What the—

The ground swung out from under him and he fell.

* * *

 _ **Hello! Thank you for reading. I hope that you enjoyed. Please let me know what you think! Let me know what your favorite part of the chapter was, or who your favorite character is right now. If you read the last version of this story, what do you like about this more than the other version or less than the other version? I'm just very curious and adore feedback. Thank you for reading and reviewing, and I'll talk to you all on Wednesday!**_


	5. Chapter 5

**CHAPTER FIVE**

" _I feel like death is coming soon, and all I wanna do is f*cking sleep."_

 _-Highly Suspect: "Bath Salts"_

It felt as if they had tumbled through a crevice into another hellish dimension.

Kili tucked his head in as best he could, feeling his body slam onto rock gravel and his companions. He would surely be feeling bruises from that later. The fall came to a sudden halt as he smashed into something, and he opened his eyes to see a cavernous space yawning up around him. It was hot and sticky, and stank of rot, filled with a flickering orange light, and a raucous din. Kili fought back a gag. What was happening?

The surface underneath him was roughhewn wood, and he could feel it swaying and creaking sickeningly as the others moved around, crying out. Kili had barely time to think before their gracious hosts were upon them. There were easily fifty of them, swarming over a narrow wooden bridge, small, knobby and clearly diseased.

"Goblins," he said, trying to shove his way to standing. They had fallen into a goblin trap.

They barely had time to take in their surroundings when the goblins reached them. The company struggled to arm themselves, but as many of them had just woken, or were recovering from injuries received in the fall, the tiny creatures had the advantage.

Fortunately, it didn't seem they were attacking. Rather, they were almost herding them, separating each of the dwarves from each other, and pushing them down the narrow walkway off of the platform. As they reached Kili, he tried to tear himself away from their rotting hands, but there were just too many.

Kili's gut dropped as they made their way out into the main body of the cave. Every inch of it was detestable. The walls seemed to be pocked and sick themselves, pulsing with movement as the goblins scurried about. The space echoed with shrill shrieks and cries, and of metal clashing on metal. The smell of flesh rotting only grew stronger in the thick, hot air, and Kili tried to hold his breath, his eyes watering.

It was _sick_. All of it. And they were entirely at the mercy of these nasty beasts.

The clashing metal grew louder, a great horn blowing a discordant tune, and Kili looked up to see the center of this plague. On some semblance of a throne rested a pile of fat and boils, which Kili realized with growing nausea, was alive. It seemed to react to their presence, hauling up out of the chair, bones cracking and crunching, and goblins screaming under his club feet. He convulsed, retching as Kili watched on in horror, the less disgusting beings at his side forgotten entirely. "I feel…a song coming on!" he announced, voice cracking and booming.

What proceeded was the furthest thing from a song he'd ever heard. And he'd known _Bofur_ his whole life.

 _Clap! Snap! The black crack!_

 _Grip, grab, pinch and nab!_

 _Batter and beat!_

 _Make them stammer and squeak!_

The monstrosity lurched about, a sturdy scepter in one of his fists as he attempted a cruel mockery of a dance. His rolls and folds of fat swung as he moved, and Kili couldn't help but fear for the structural integrity of the platform they stood on. He certainly couldn't help not wanting to be pushed a single foot closer to the disgusting performance.

 _Pound, pound far underground!_

 _Down, down, down in goblin town._

The whole cavern chanted after him, and Kili decided that this largest mound of fat was probably their leader.

 _Swish, smack! A whip and a crack!_

 _Everybody talks when they're on my rack!_

That didn't sound enjoyable at all. They would need to find a way out of this. Sooner rather than later if at all possible.

 _Pound, pound far underground!_

 _Down, down, down to goblin town!_

They were sickeningly close at this point. Close enough to discover that the king was indeed the center-point of the wretched smell of the place. A glance at the company showed that they were as dazed and horrified as he was. Upon a line about a "prong," in some sick show, the goblin king speared one of his minions with his scepter. The creature screeched in agony, flailing, but his misery didn't last long as he was flung off the point, smashing against the wall like a bug.

 _Clash, crash, crush and smish!_

 _Bang, break, shiver and shake!_

 _You can yammer and help,_

 _But there ain't no help!_

At this point, the company had been herded all together, packed almost too tight to move. As his hand went for his sword, Kili's heart dropped. It was gone. Had it fallen? A glance about showed that none of his companions were armed.

Despite their precarious circumstances, he was entirely relieved that they were all alright. He was at the front of the pack, something he wasn't overly thrilled about, but he stood next to Thorin. Gwen was tucked behind him, with Fili behind her, and Kili prayed that she would stay safe there.

 _Pound, pound far underground…_

 _Down, down, down in goblin town!_

The "song" ended at last, with a shuddering, clumsy spin, but at least it was over. To Kili's surprise, it was almost silent as the king turned back to his throne. The pitiful yelp of a goblin being used as a footstool echoed about them, but luckily, the massive creature was now far enough away that Kili could breathe without gagging.

"Catchy, isn't it?" the king offered, sounding smug. "It's one of my own compositions."

Kili fought the urge to scoff and kept his face stony.

"It's not a song," Balin said, his voice gaining courage and volume. "It's an abomination!"

A true statement if Kili had ever heard one.

"Abominations!" The king croaked. "Mutations, deviations. That's all you're going to find down here. Bring up their weapons!"

The goblins hurried to agree and pushed through and around the company in their rush. Kili watched with growing dread as all of their weapons piled up in front of him. Were they entirely helpless?

The goblin king lurched forward, his voice accusatory. "Who would be so bold as to come armed into _my_ kingdom? Spies?" he guessed. "Thieves, assassins?"

"Dwarves, your malevolence," one goblin explained.

 _Yes_ , Kili said in his mind, backing up a little to make sure Gwen was still safely hidden. _Only dwarves._

"Dwarves?" the king repeated, growing only more outraged.

"We found them on the front porch!" The goblin replied, proudly.

"Well don't just-" his shout cut off as his eyes fell on something. Something in Kili's direction. "What's that?"

A murmur went up and Kili backed up further, finding Gwen directly behind him. He grabbed onto her clothing, feeling himself shake a bit with adrenaline.

"That's not a dwarf! Too tall!" The king said, pointing a meaty finger right at Gwen. "Bring it out!"

Immediately, he found goblins crowding around him, their prying fingers trying to pull him away from her. He stood his ground as best he could as cries of protest echoed up from the company. Kili tried to slap the goblins away, but they managed to shove him enough to the side and pin his hands down onto his body. Fili was trying his hardest to keep a hold on Gwen around the waist, but they managed to get themselves between the two of them, and silence fell as she was brought up in front of the company, at least four goblins holding tight onto her arms and legs. She struggled, but couldn't escape, and Kili bit back a curse. He'd lost.

The king leaned forward, squinting as he eyed her up. "All bones. What are you?"

"Get _off_ of me," Gwen spat to the goblins holding her as she tore one of her arms free. These efforts proved futile as she was quickly taken hold of again.

"Angry little thing," the king observed. "Are you a…woman?"

Oh, Kili did not like his grin one bit. His stomach churned, but he watched completely helplessly, as the king reached forward, sending the goblins scattering as his fist closed around Gwen. She yelped in protest, trying to squirm free, but the king only squeezed her tighter. The cry she let out as he tightened his grip around her arms and ribs made Kili flinch. She was being crushed alive. "Well?" the king prodded.

Gwen gasped enough air in to get out, "Put me down you disgusting pile of—"

He squeezed tight enough that Kili could have sworn he could hear bones crunching, and the only thing keeping him from protesting was the hard look Fili sent him. "Enough," the king hissed, before resting his arm on the throne, as if Gwen wasn't even in his fist. "Now search them!" he cried out, sounding more satisfied than ever. The goblins leapt to obey. "Every crack, every crevice!"

Kili flinched away from the feeling of bony fingers reaching into his clothes, but couldn't tear himself away from Gwen. With the company occupied, the king had brought Gwen only inches away from his face, and was speaking to her in a voice too low for Kili to hear. Whatever it was, he punctuated it with giving her a shake, as if she was a doll of some sort.

"Kili."

Fili's voice broke him from his growing outrage, his tone cold and firm. Kili glanced over, and Fili just shook his head, in a warning.

Kili took in a deep breath, elbowing one of the goblins that was looking up under the back of his coats as hard as he could. He had to stay calm.

There was a great clattering sound, and one of the goblins spoke up. "It is my belief, your great protuberance," he said, holding something shiny aloft. "That they are in league with elves!"

It seemed to be a candelabra that Kili recognized from their table in Rivendell. Nori. They must have gotten into his stash.

The king threw Gwen down onto the throne as he stood, leaning forward to take the metal from the goblin. "Made…In…Rivendell," he read off slowly, turning it over in his massive hands. He let out a disgusted scoff. "Couldn't give it away." With that, he tossed it away, clanging down to the rocks below.

As he ambled backward to sit in his throat, Kili saw that Gwen had scrambled out of the seat, and onto the arm, seeing her opportunity in his distraction. Oin stepped forward to speak, and Kili hoped that he would stall for time. "No tricks," the king said. "I want the truth, warts and all!"

Kili held his breath as the goblin planted a hand down on the arm of the chair and slumped back, narrowly missing crushing Gwen with his elbow. She froze, trapped ten feet off the ground.

Oin complained of the goblins having crushed his ear trumpet, and Kili was almost grateful that this angered the king. "I'll flatten more than your trumpet!"

It got him back on his feet, stumbling towards them, giving Gwen the space she needed. The only issue was the smaller goblins now. She just needed time. Kili turned to catch Bofur's eyes for a moment. The dwarf gave him a knowing nod, before stepping forward, offering up in a bright voice, "If it's more information you're wanting, I'm the one you should speak to."

The king paused, standing up straight, and silence fell as Bofur tried to bluff his way into finding Gwen time. "We were on the road."

Kili's attention fell entirely to Gwen who was moving slow. Kili suspected she may have been injured by the rough handling of the king. She silently lowered herself off the arm of the throne, dropping behind a pile of dead goblins. A slight thud hit the air, and Kili cringed at the sound. It drew the attention of two goblins, who cautiously crawled to investigate. Kili couldn't see what happened, but the only noise that came from there was a small, choking cough. It didn't sound like Gwen and Kili hoped to Mahal that it wasn't.

As Bofur's rambling story continued, augmented by Dori, Kili could see the king's frustration was growing. That wasn't good. Finally, he roared, "Shut up!" Bofur fell dead silent and Kili's dread only grew. "If they will not talk," the king announced, his voice dripping with malice. "We'll make them squawk!" A roar of excitement started up in the cave. "Bring up the mangler! Bring up the bone breaker! Start with the youngest!"

Kili couldn't help but be relieved that the king was mistaken, pointing at Ori and not him. Thank Durin he was taller. They had little choice but to stand and await their fate as the cave exploded into movement and vicious chanting. Dori managed to get over to Ori, smacking away goblins as best he could to protect his brother. Kili kept his eyes glued to the king for the most part. The massive goblin had momentarily reveled in his power, but now Kili could see something was wrong. He was realizing Gwen was gone.

"Where is—" There was a clattering sound, and suddenly, the king was scrambling backward into his throne, like a dwarfling afraid of a spider. "I know that sword!" he howled. "It is the goblin cleaver!"

Kili saw that one of the Goblins had drawn Orcrist, and it laid, strewn and glowing in the orange light on the ground. With just those words from the king, the chaos turned into an absolute frenzy, and Kili had to duck to avoid a whip to the face as the goblins attacked blindly, prompted into a panic by the king's continued cries. "Slash them!" he shouted, waving frantically. "Beat them! _Kill_ them!"

Kili tried his hardest to beat off his defenders but he was unarmed and there were so bloody many. Their blows were mostly useless, though Kili did feel one leave a split in his lip when it head-butted him in the face.

"Cut off his head!" The king screeched and Kili whirled to see Thorin pinned to the ground by a goblin wielding a wicked looking blade.

No—

A roaring silence and a blinding flash of light overtook him. Kili found he was on his back, breathless and entirely startled as the silence beat in his ears. The hush that followed was thick and dark, and it took Kili a moment to begin to sit up. It was like a breath of clear air had gusted through the stinking hollow, and a dark figure was barely visible in the flickering shadows. The goblins began getting up too, but Kili's head was still spinning.

"Take up arms," a raspy, grounded voice commanded him. "Fight," it said. Gandalf. "Fight!" he commanded.

Feeling fire flood through his every vein, Kili hauled himself up to his feet with a cry, using his burst of energy to shake the goblins off of him. The rest of the company were tearing free of their captors clutches too, pouring forward to reclaim their weapons. By the time the first goblin threw itself at Kili, he speared it through with his sword, tearing his body clean in half as he ripped it free. He caught action out of the corner of his eyes and turned just in time to see Thorin strike the king, sending him stumbling back, and off the platform entirely, pitching into the dark. Good riddance, Kili figured.

He made a quick mental count, and everyone seemed to be there, with the addition of Gandalf, which Kili was still wrapping his head around. Fili was a nightmare, his two swords flashing indiscriminately as they cleaved through flesh and bone. He was more than relieved to see Gwen had made it out of her hiding place and had found her blade. She was a whirlwind of steel and blood, and Kili was just glad that she was alive.

"Follow me," Gandalf called as the flood of goblins seemed to subside. "Quick!"

He took off running, and Kili would have followed, but it seemed Gwen hadn't heard the wizard's command. "Gwen," he said sharply, itching to escape after the others.

She whipped around to him, looking entirely feral and dangerous. He jerked his chin in the direction of the others, and Gwen understood instantly, running after them, Kili a footstep behind her.

"Are you alright?"

She afforded him a slight glace over her shoulder. "Aye."

Kili had a sinking feeling that wasn't true. She was favoring her right arm and flinching slightly every step she took. His stomach tied itself in knots, but there was nothing he could do.

It sounded and felt as if the very hounds of hell were after them. The walkways they ran on shuddered and swayed, boards cracking under their weight every few steps. Goblins crawled out of the woodwork at every turn, but they were all more than happy to cut them down or push them from the platforms. Kili and Gwen had ended up by Fili, alternating between dodging arrows and chopping almost blindly against their assailants. Their paths were precarious and Kili wasn't sure if he had ever sweat that much, but he ran on pure adrenaline, his blood thumping like fire through every inch of him. They had to get out alive.

He moved without thinking, on instinct, just following Fili before him. Sometimes, this meant bridging gaps in the path with loose ladders, or cutting ropes, sending the whole company swinging. He followed orders and stayed alive. It was all that he could really do in the intensity of their flight.

Just when Kili thought he might not be able to run any further, a bone-chilling scream drew his attention. He brought his eyes up to a few yards down the path where Gwen was being swarmed, half a dozen Goblins crawled up onto her. He was infuriatingly helpless, with a barrage of arrows pouring onto him. So instead of rushing to her aid, he just watched as her scream was strangled out, her sword wrestled from her grasp and tossed onto the planks below. She collapsed under the weight of her attackers, silent now, as Kili thought he could see one of the goblin's bony hands around her throat, choking out her cries. She almost managed to break free, but it was too late. Her eyes met Kili's for a flashing moment as her momentum took her rolling off the side of the platform.

It seemed oddly silent for a heartbeats as something in Kili snapped. The rocks were sharp, and it was an empty drop below, and her body just rolled over like a bloody ragdoll into the darkness. Gone.

Something seized him to the very bones and he charged forward through the rain of arrows, not even feeling as they grazed and nicked his skin. He cut without mercy, feeling bones crunch under the brute force of his sword, and blood splattered onto his tongue foul and _wretched._

"Kili!"

One of the goblins screamed as he cleaved its skull in half, pinkish goo and blood spilling out across the floor. He barely saw it. "Kili!"

Tearing and blood and skin and _killing_ —

His shoulder was gripped, his body was turned and a hard slap brought sound into the world and thoughts into his head.

He blinked away the blood to see Fili staring hard at him, his eyes ablaze blue with the hottest flame Kili had seen. His cheek throbbed suddenly. "Kili," Fili said again, his voice clear but gentle.

"She fell."

Something dark and dangerous flashed in Fili's eye and his jaw tensed, but he just shoved something into Kili's hand and said sharply, "Make it worth something."

Fili was gone and Kili looked down. Gwen's sword. He tucked it into his belt and found himself running after the others.

His heart pounded in his head and he thought he might fall unconscious, but he didn't stop. Never stopped.

A bright flash ahead of him signaled Gandalf's magic, and all of the sudden, a boulder had broken free of the ceiling and rolled down the path, crushing skulls as it went. The goblins screamed as they died. She couldn't.

Kili hoped that Gandalf knew what he was doing, leading them on these wandering pathways since Kili certainly had no idea where they were. It felt like a maze of stone and poorly built wood, and the onslaught of goblins seemed never-ending. At least now, he was hungry for blood. Every sliced gut, lopped head, screaming plummet gave him the sort of satisfaction that only made him feel sicker.

How could someone like her fall in a place like this?

They were crossing a wide crevice on a bridge when they were forced to a halt. Like a massive worm bursting through the earth, the king exploded through the bridge, hauling his jiggling body up onto their level. His smug look only served to stoke the flame of Kili's rage.

Gandalf stepped forward, sword in one hand, staff in the other as the king lurched forward. "You thought you could escape me!" He swung for Gandalf with his mutilated scepter, but the wizard stepped back out of the way of the clumsy strike. "What are you going to do _now_ , wizard?" the king asked, mocking and taunting them.

In response, Gandalf moved too fast for the creature to respond, thrusting the sharp point of his staff up into the king's bulging eye. He howled in pain, clutching at the new wound, and Gandalf took this chance to slash his belly open with the sword. The sallow skin split easily, revealing yet more layers of fat and filth. The king cried out again, reaching for his gut, and falling to his knees. "That'll do it," he acknowledged before he was rendered unable to speak by Gandalf slicing his throat right open.

He fell forward hard, the wood splintering under his weight. The goblins, who were held still at the sight of this confrontation burst back to life, scrambling towards them, but Kili didn't pay them any mind. He was more occupied with their bridge which, weakened, was swaying sickeningly to and fro, wood cracking and creaking under them. The goblins had barely reached them when with a terrible rending sound, the bridge fell, and them with it.

Kili found himself wedged under one layer of the structure as the air whistled past them. There was a thick wooden beam next to him, and he held onto it with both of his arms as they crashed into stone. His eyes squeezed shut as he was pelted with splinters, his grip barely holding up to the collision. He cracked his eyes open to see another stone face hurtling towards him, but had little choice but to hold on and pray.

It felt like an hour, but it probably wasn't more than fifteen seconds when they slowed, and with one final crash, came to a stop. He fell flat on his back, as planks landed on him, and dust settled over them. It was dark where they landed, but he could hear the coughs and groans of his companions.

"That could have been worse," Bofur's voice said.

He was swiftly proved wrong as the king's body smashed down on top of them, throwing up more dust, and squeezing the air out of Kili's lungs with the added weight.

"You've got to be joking," Dwalin growled, and Kili turned to see that the dwarf had ended up only a foot away. They seemed to be in one piece. Except—

Down the cave sides, like a terrible rushing wave was a thick swarm of writhing goblins, only seeming enraged by the death of their leader. "Gandalf!" he shouted in warning, dragging himself to his feet.

The others were still struggling to free themselves from the debris.

"There's too many," Dwalin said to Gandalf as he helped Nori up. "We can't fight them!"

"Only one thing will save us," Gandalf warned. "Daylight!"

With that, they ran as fast as they could towards a crevice in the stone. Kili smelled a thin line of fresh air coming from it and could only hope that this meant it was a path to safety. It was a tight squeeze, and terribly dark and all of him hurt. He sheathed his sword to free up his hands for feeling along the stone walls, hearing the goblin's cries begin to echo into the cave. As he did this, he felt something different slid into his belt. His heart dropped back down into his feet and his eyes burned hot.

Gwen.

The cavern widened slightly, lit dimly by some distant sunlight, and Kili's eyes stung at the sight of it. It was too bright. He was exhausted and he felt sick. How could he be leaving behind Gwen in that hellish place? Mahal—

"'ello."

The voice seemed unreal, and Kili still couldn't see through the white light, but he stopped. By the time his eyes were adjusted, he had been shoved to the side by another dwarf, and he saw that the voice was Gwen.

Gwen.

He would have thought she was a ghost had she not looked awful. She was coated with a thick layer of grime and blood, bleeding from the mouth, her clothes torn. She was hunched over, clutching at her ribs, and Kili noted that she was keeping her weight off of her right leg, but Mahal above, there she was. And based on the exhausted smile that flickered across her lips, she wasn't dead.

"Gwen—"

"Give me a hand?" she asked, and Kili hurried to help her. He slung her right arm over his shoulder as best he could without hurting her further and together, they limped out after the company. They moved slowly, and Kili knew he was too short compared to her to be helping much, but they made it out in time, bursting into the daylight, herded by Gandalf.

A long sloping hill fell down in front of them, dotted with trees and stones and sparse grass. The sun was up, and Kili couldn't help but take in a deep breath of clean air. It felt like a fog over his brain lifted as the breeze cooled his sweat-slicked skin, and he let himself glance over to Gwen. She was flinching in pain every step they took and looked like she'd been dragged backward through a rubbish heap, but…she was alive.

He was still reeling over that one.

Their limping pace caught them up with Fili after a minute, and Kili called his name. He turned sharply, his expression of worry only taking half a beat to turn into a grin. "Bloody hell," he said, panting. Kili couldn't help but agree. "You look terrible," Fili told Gwen.

"You too," Gwen replied through grit teeth, biting back a gasp of pain as they stumbled a bit, her right foot landing too heavily on the ground.

At last, a good distance from the cave, the company came to a halt, Gandalf standing on a rock, and counting them all as they filed past. If he was surprised at seeing Gwen, he did not remark on it, which Kili was grateful for, for the time being, Gwen fell heavily on a rock the moment that she could, gasping in pain.

"We thought you were dead," Kili panted, handing her sword back as the others stopped around them.

She opened her mouth to reply, taking it back gingerly, but Gandalf spoke first, sounding terribly alarmed. "Where is our hobbit?"

Kili blinked, realizing that it had been a fair bit since he'd seen him. But surely—He wasn't there.

"Curse that Halfling," Dwalin spat. "He's lost _again_?"

Bloody, bloody hell in a handbasket. _How_ in Mahal's sweet name was he so easy to lose?

"I thought he was with Dori!" Oin called, accusatory.

"Don't blame me," Dori squawked.

"Well, where did you last see him?" Gandalf asked urgently.

"I think I saw him slip away when they first collared us," Nori offered cautiously.

"What happened exactly? Tell me," Gandalf demanded.

"I'll tell you what happened," Thorin snapped, pacing. "Master Baggins saw his chance and he took it. He's thought of nothing but his soft bed and his warm hearth since he stepped out of his door."

Kili hated the malice in his uncle's voice. That wasn't true. That's not the kind of talk Bilbo deserved.

"We will not be seeing our hobbit again. He is _long_ gone." Thorin finished bitterly.

Kili's eyes cast down and met Gwen's. She looked somewhere between panic and deep thought. A look at Fili showed him to be equally unhappy about the proposition. Mahal. Could they not finish this day without losing _someone_ important?

"No," a clear, strong voice said. "He isn't."

Kili looked up in shock to see Bilbo, standing feet away, bruised and dirtied, but largely unharmed. It just seemed to be a day filled with miraculous resurrections. He felt a weight against his leg and looked down to see that Gwen had practically collapsed onto him, eyes closed in relief. Kili let a hand rest on her head over her scarf, patting her hair gently, grinning.

They had all made it.

"Bilbo Baggins," Gandalf chuckled. "I've never been so glad to see anyone in my life!"

"Bilbo," Kili called, holding back a relieved laugh. "We'd given you up!"

"How on earth did you get past the goblins?" asked Fili, awed.

"How indeed?" Dwalin repeated.

To Kili's confusion, Bilbo seemed almost…nervous to be asked that. He chuckled, swaying on his feet as he looked around their faces, as if for an answer. His hand found his pocket as the silence stretched on uncomfortably.

Gandalf interrupted it, saying, "Well, what does it matter? He's back!"

"It matters," Thorin protested harshly. "I want to know." He stepped up to Bilbo. "Why did you come back?"

Bilbo paused at the question, but didn't take long to answer, turning to speak directly to Thorin. "I know you doubt me. I—I know you always have. And you're right," he agreed. "I often think of Bag End," he said with an assenting shrug. "I miss my books," he explained matter-of-factly. "And my armchair, and my garden. You see, that's where I belong. That's home." Kili felt Gwen's hand squeeze gently onto his ankle, and he pat her hair again, enraptured in the hobbit's words. "And that's why I came back. Because you don't have one. A home," he clarified. "It was taken from you. But I will help you take it back if I can."

Warmth swelled in Kili's heart and he suddenly realized how grateful he was for Bilbo. He was the only one there who didn't have any reason for coming. The only one who had just…decided to come along this madcap adventure. To risk his life because a few dwarves ate him out of house and home and said they could use a burglar. Bilbo may have been small and awkward, but there certainly was something…else about him. They were a lucky company with him.

As a sudden sound rose up from up the bluff, Kili couldn't help but feel like someone very, very wicked had it out for them. Could they find no rest?

He heard shouting, and then howling roars, and looked up to see dark shapes flashing through the trees.

Gwen sighed heavily, and Kili silently agreed as he helped her up to her feet, dragging her arm over his shoulders to try and take some of the weight off of her injuries.

"Out of the frying pan," Thorin spat.

"And into the fire," Gandalf finished. "Run." The sound of footsteps beating the hard ground rained down to them. "Run!"

Kili didn't need to be told twice. He had gotten a head start but was already falling behind, with Gwen only being able to limp. He heard a loud growl behind him, but upon turning, saw it was Dwalin, not a wild beast. "Give her to me!"

"What?"

He was ignored and shoved out of the way as Dwalin took his place, wrapping an arm around Gwen's hips and almost _carrying_ her down the hill. The dwarf was only half a hand taller than Kili, but his strength seemed to give him the advantage here. Kili couldn't protest. As long as Gwen was safe, he couldn't complain.

The dusk came on quickly as clouds crowded the sun, the light turning silver around them. Their suitors were upon them much too quickly. The fell beasts leapt over rocks, clearing yards with a single bound. They were huge masses of muscle and fur and snarling teeth and Kili drew his sword, striking the one closest to him hard. His blow cut deep into the shoulder of the beast but seemed to do barely any damage, only serving to enrage it. Kili held his ground as the creature charged at him again, and landed a long blow across its snout. This brought it recoiling back momentarily, but soon, it flew at him again, a whirlwind of spittle and burning hot rage. Kili raised his sword, but the beast snapped its jaws, locking the blade between his teeth.

Damn.

Kili had barely begun to formulate a plan, when the beast yelped sharply, freeing Kili's blade as it collapsed, whimpering. Dwalin stepped back, yanking his axe free from the back of its neck with one hand, Gwen still half-slung over his shoulder. "Must I do _everything_ for you, laddie?"

Dwalin was off down the hill, Gwen gasping in pain with him. Kili had little choice but to follow, the snarls only growing louder at his heels. Their flight came to an abrupt halt as the company found itself at the edge of a steep drop. They were on a cliff. Kili swore and went to Gwen, who had been dropped at a tree so Dwalin could fight better. By the time he had reached her, Gandalf was calling out, "Up into the trees, all of you!"

Gwen visibly paled, as Fili jogged to a stop by them, grabbing onto a tree branch and swinging himself up onto the limb. "Gwen," he said as he got himself a few branches higher, reaching a hand down to her.

She began to shake her head, but Kili wasn't having any of that. "Haven't got a choice." He grabbed her around the hips. "Get ready."

Not hesitating a moment, Kili hefted her into the air, bringing her close enough to Fili to catch his hand. She cried out in pain, but Kili pushed past it, helping her get a foothold on the branches. The pack was nearly upon them when Kili managed to lift himself up onto a branch on the opposite side of the tree. They were still too low. "Can you climb?" he said to Gwen, leaning around to look her in the eyes.

"I don't—"

"If you say no, then I'll carry you," Kili told her before she could disagree. She hesitated, but Kili wasn't having any of it. "Come on," he said, beginning his way up.

She climbed slowly, and she was clearly hurting, but to Kili's relief, her ankles were out of the reach of the beasts when they flooded between the trunks of the trees, snarling, snapping and clawing at them, rendering the lower branches they had inhabited a moment before to splinters in their terrible jaws.

Once they were all safe, tucked up into the branches, they could catch their breaths. "What—"

Gwen anticipated Kili's question, responding tersely. "Cracked ribs. And my ankle's gone out."

"Broken?" Fili asked, eyes widening.

She shook her head. "Sprained, I think. I wrenched it in the fall."

Kili tensed at the memory of her plummet, but played it off with the best smile he could muster. "Well, Gwen, perhaps this is a good cause not to go jumping into endless stone caverns again."

Fili's laugh was hollow, but it was the best he could do. Gwen just clutched at her side, looking nauseous as the tree swayed under them. Kili quickly realized that they weren't as safe as they seemed. The loss of their prey seemed only to enrage the beasts further, and they threw their massive bodies against the trunks of the trees, the worst of the tremors almost making Kili lose his grip. Fili took ahold of Gwen's arm, trying to avoid bumping her ribs as they all braced themselves. With a bone-chilling ripping sound, Kili's looked to the roots of the trees. They were tearing out of the ground. Their tree was falling.

"Valar," Gwen breathed as their tree slanted further and further back with every blow.

"We have to jump," Kili said, as he turned to the tree behind them. They were only a yard away from its farthest branches, and lurching closer with every passing moment.

Fili nodded, getting up into a crouch, and turning, leaping towards the new tree. Once he was stable, Kili turned to Gwen, who was looking steadily more horrified. "He'll catch you," Kili assured her.

She opened her mouth as if to protest, but Kili hauled her up by the collar, shouting "Now!"

She had little choice but to obey, and Fili caught her, just as Kili said he would. It was Kili's turn, then and he made the leap to the new tree just as the one he'd been on collapsed to the ground, beasts covering it the moment it drew low enough.

They still weren't entirely safe. Now next to Gwen, Kili brought an arm around her waist, careful to avoid her ribs, and turned around to face their next tree. "No," Gwen said, her voice trembling with pain or fear.

"Yes," Kili said, keeping his voice steady. "Come on love. Jump…now."

Their second leap was easier, only a few feet, but Kili could tell Gwen was losing energy quickly. They only had a moment to recover before their tree lurched dangerously. There was only one tree left standing other than the one they were on, and most of the dwarves were already there. Fili was, waiting. Gwen eyed the jump only for a second before her whole body tensed. "Kili, no."

"Yes," he said again. He tightened his grip around her, drawing her eyes to meet his. Mahal. The look in her eyes was something he'd only seen in a rabbit looking up at its hunter.

"I can't."

"You can," he said. "Trust me."

She started to shake her head, but Kili wouldn't take this. "You're jumping with me." There was no question in his voice. They didn't have another moment to waste, so he simply said, " _Now_."

It seemed his encouragement had done some good, but it was a long jump, and while Kili made it, she landed on her bad foot, sending her gasping and sliding forward off the branch. Kili only had one hand and one foot secure, but he wasn't about to let her go. He kept his arm locked around her hips as she doubled over, hoping beyond all hopes that he wouldn't slip. While he knocked the breath out of her fairly well, his grip held, and with Fili's help, they managed to get her safely sat on the branch, her arms looped around Kili's legs to keep her steady.

It was only then that Kili let himself breathe, his blood thudding in his veins. They were all up in the tree, teetering over the drop. This was it. Nowhere else to run.

He surveyed the ground grimly. The beasts were hardly discouraged. Now, they just spent out all their collective rage on the last remaining tree. It shook hard, leaning further and further out over the darkness.

Kili felt a rush of heat streak before him suddenly, and a bright orange light flashed through his vision. Whatever it had been hit the ground rolling, spreading flames through dry debris as it went. The beasts snarled, cowering away from it, their ears flattening to their heads as the heat and light grew. Kili looked up to see that of course, it had been one of Gandalf's tricks. The wizard was using a spark from his staff to usher flame to life inside of the large pinecones hanging in the tree all around them. Nothing short of brilliant, that wizard.

He dropped one down to Fili, who helped Bilbo to light his own, and then the pinecones that the others had taken up, and soon they were all armed. Kili had taken Gwen's projectile, not trusting her throw to be worth anything. She didn't protest.

Both of Kili's shots landed with painful accuracy, one in a nest of dry branches, which went up in flames like a torch, the other hitting one of the larger beasts square in the snout. In only a few moments, they had set the ground ablaze, leaving the beasts infuriated, but helpless. Their leader, a pale figure astride a beast became visible in the flickering light, and he roared in frustration. They burst into a cheer. The enemy was being held back.

Their celebration was cut brutally short as the tree shook, suddenly tilting, falling all too fast. It bumped and lurched to a halt, leaning entirely over sideways, and Kili barely found a grip for himself, clutching tight to a tree branch with one arm. "Gwen!" he said, as soon as he could get the word out. She could have easily—

"I'm fine," her voice was shaky, and low but there. He hoisted himself up far enough to look over at her and found she'd hooked both an arm and a leg around branches, as she had been sitting when they fell. Lucky.

The others did not fare quite as well. Based on their cries for help, Ori and Dori were in danger, but they were too far up the tree to be helped by anyone but Gandalf. Movement caught in the corner of Kili's eye and he turned his head just enough to see Thorin starting up onto his feet, standing on the trunk of the tree. He was looking at something. Through the flames, Kili thought he may have seen the leader of the pack, standing still, facing them through the flames. Thorin's sword was drawn and he advanced as if dragged by some invisible force, and Kili felt panic well up in him, even greater than before.

No. What was Thorin doing? He was alone. He couldn't face that terrible pale creature alone.

Without any foothold, though, Kili had no leverage. His arms were simply too drained to haul him up. His heart pounded in his throat as he watched Thorin break into a run—no, a _charge_. What in Mahal's—

The flames parted enough for Kili to see the figure clearly. A massive white orc, riding a white warg, one hand missing.

The pale orc. Azog the Defiler. His blood ran cold, and he could only watch as Thorin raised his shield and sword, and Azog's arms opened in a taunting welcoming gesture. Before Kili could blink, the pale orc let out a war-cry, his steed launching itself from its stony perch, leaping over Thorin, and knocking him down hard along the way. He felt the weight of his uncle hitting the ground as if it was himself and flinched. This was not going well.

By the time Thorin had hauled back to his feet, Azog had circled around. Kili's eyes flinched shut as Azog landed another crushing blow with his mace, right to the center of Thorin's chest. Damn.

Balin cried out, but Kili found himself suffocatingly silent as he watched his king—his uncle—be defeated.

Bilbo rose to his feet, trembling as Thorin was crushed in the warg's mighty jaws, and his cry of pain made Kili's insides curl up, his eyes fogging in frustration or sorrow, he didn't know. All he knew was that he was watching his Uncle Thorin be killed. His body was flung hard, standing on a rock with a crunching thud, and Dwalin screamed out Thorin's name, his voice cracking in pain. Pain. Oh, Mahal. Durin. Someone _help._

Azog said something incomprehensible to one of the other orcs, and the orc drew a wicked looking blade, advancing slowly. "No," Gwen said softly, her voice written with horror. She scrambled to move, but she was slow and slipping.

A light clang of metal on metal brought Kili's attention back to Bilbo, who had just drawn his small sword. Oh, no. They weren't losing Bilbo too. "Bilbo—"

The hobbit was unhearing, and with a shaking of his head, he was off, sprinting through the darkness towards the heart of the flames. He arrived just in the nick of time, tackling the smaller orc half a breath before he could lop Thorin's head off. This only renewed Kili's struggled to stand, but he couldn't get his body up. Bilbo won the first fight, driving his blade through the orc's chest a few times, but was soon left standing, waving his sword in a pitiful attempt to seem dangerous. He was—

"Come on, Master Dwarf."

Kili blinked, turning to see Gwen on her hands and knees on the tree trunk, offering him a hand. "Come on," she insisted, looking at him like was stupid. "You probably don't need a translation, but they were just instructed to kill him."

Kili took her hand and with a groaning heave, she managed to drag him up onto the trunk. He was on his feet in a moment, heart already blazing, sword in hand, but stepped over Gwen to grab Fili by the collar, heaving him up enough to be on his feet. "Go," Gwen said, sliding herself out of the way. "I'll get Dwalin."

Fili and Kili didn't need any more urging, as they flew down the trunk towards their uncle and their burglar, their swords longing to bite flesh.

Truly, they were sons of Durin.

Kili was a whirl of steel, cutting into whatever he could find, and his brother was just as fierce. Dwalin joined them shortly, his axe raised, a battle cry on his lips. They were outnumbered, but Kili decided not to think of this. If this is where he died fighting, he would enter the halls of his father's with nothing but a grin and a fine story to tell. Kili raised his head as a high screech echoed down from the skies. A dark shape swooped over them, its massive wings whipping the flames up into a frenzy. The orcs too were distracted by these sudden intruders and Kili gripped his sword tighter. What was happening?

It soon became abundantly clear whose side these giant birds-eagles were on. Their attacks were frighteningly precise, plucking up orcs and wargs in their talons to fling off of the cliffs, or felling trees to crush a line of them. They were devastating.

Kili watched in awe as one swung low, scooping up Thorin as gently as imaginable in its claws. It took off, using only a few flaps of its mighty wings to climb back into the dark skies, and as it rose, Kili saw Thorin's shield fall, barely a speck off of his arm and down into the flames. Kili was gasping for breath, and covered with sweat, but a wave of relief, bright and warm burst out of his gut, flooding him. It was over. It was done.

He exchanged a grin with his brother, as their attackers were long since fled and they stumbled back to the tree, awaiting their turns to be carried off to Mahal knows where. Gwen stood hunched, her hood slipped off, hair whipping in the breeze. She looked thin and pale and broken, but Kili couldn't help but sweep her up into an embrace. She gasped in pain, and Kili loosened his grip. She was warm and solid and breathing and _alive_ against him. He didn't quite believe it to be possible, but if she was impossible, he was bloody glad about it. "Thank you."

She shook her head as they parted, shooting a nervous glance at their allies above. "What's wrong?" Fili asked, easily catching up her worry.

"I'm afraid of heights," she admitted in a low voice.

Fili laughed outright. "I knew it."

Gwen bristled, but Kili set a hand on her elbow. "It'll be alright," he assured her, tone light.

"I don't want to go up," she said, eyes wider than saucers as a bird behind them swept into the sky, presumably bearing one of their companions.

"I'm afraid you've got no choice," Fili told her grimly.

She began to shake her head and Kili leaned in, catching her eyes with his. "It'll be fine, love. I promise." Before she could respond, he darted in, placing a playful kiss on her grimy cheek. While the gesture was enjoyable on his part, he mostly did it to distract her, as an eagle set its trajectory, snapping her up off the ground the second Kili stepped back from her. He only felt a little bad about that.

Fili sighed once she was gone, letting worry sink back into his shoulders. "I hope uncle's alright."

"He is," Kili assured him. He didn't know it was true, but his heart couldn't handle the idea that it wasn't.

Before Fili could fret further, their eagle swooped down, plucking them up off the ground. They only remained a moment in the claws of the creature, as they both were gently dropped onto the back of another eagle. Kili preferred this. Its feathers were soft, its body wide enough that Kili wasn't afraid of falling. The air was swift and cooled the sweat on his brow, and Kili breathed the fresh air in deeply, praying to everything that the nightmare could be overnow.

Fili leaned forward sharply, shouting through the skies, "Thorin!" There was no response. He seemed limp in the eagle's claws. But he couldn't be dead. Not after all they'd been through.

Kili tamped down the worry that tried to bubble up in him. There was nothing worrying could do now.

Instead, he occupied himself looking about for the eagle that held Gwen. His search proved unsuccessful. She could have been any of the figures cradled in the talons of the eagles. Besides, he had even finer things to look at. The skies had split open around them, the darkness slipping away as the sunrise was revealed, bursting golden across the horizon. The light spilt like molten gold across the landscape, painting the mountains and valleys beneath them bright, clear colors. Kili had never felt anything quite like this before. It was exquisite. He was _flying_.

They coasted around a mountain peak, and a wider green laden valley, with a river picking a path through the center, opened like a book before them. At its center, a huge pillar of stone rose up from the ground. The carrock. Kili had only ever heard it spoken of.

The eagles circled it neatly, waiting for turns to drop off their cargo atop the stone. Thorin was the first, and Kili's relief and peace flagged to see the way he rolled, unmoving and unconscious. Gandalf was next and rushed to kneel over Thorin the moment his feet hit the stone. They all followed in suit, Gwen lowered down shortly after Kili and Fili. He stood by to make sure she got down safely, helping her up into a sitting position once she had rolled to a stop. "Not so bad, aye?" Kili teased, trying not to think of the battered and unconscious Thorin only feet away.

She only shook her head, trying to stand. Kili, and Fili on her other side lent her their arms, helping her up onto one foot as they all moved in closer to Thorin. Gandalf had been murmuring over him, and as the wizard's hand passed over Thorin's face, he woke with a sharp breath inward, his eyes snapping open.

Kili let out a breath he didn't realize he had been holding. Alive. He was alive. That was all Kili needed.

Thorin's voice was weak, but certainly audible as he choked out, "Bilbo. Where's Bilbo?"

"It's alright," Gandalf assured him, as the hobbit in question recovered from his drop-off. "Bilbo is here."

The hobbit looked dazed, but his expression quickly shifted to one of upset as Thorin staggered to his feet with the aid of Dwalin and Fili, fuming. "You," Thorin started, his voice little but a growl. "What were you doing?" Bilbo opened his mouth to defend himself, but Thorin continued, sounding little but accusatory. "You nearly got yourself killed. Did I not say that you would be a burden?" Thorin was advancing on Bilbo now, who looked somewhere between worry and frustrated tears. Kili's chest hurt. What in Mahal's name? Had Thorin lost his mind? "That you would not survive in the wild and that you had no place amongst us? I have never been so wrong in all my life." Suddenly, there was a warm smile in Thorin's voice. The dramatic shift in tone was accompanied by Thorin surging forward to wrap Bilbo in a firm embrace.

Kili blinked, hardly believing his eyes, but based on the cheers of his companions, he wasn't the only one seeing this.

A grin broke onto his face. Thorin had finally seen Bilbo for what he was. A part of the company. And a damned valuable one. When Thorin stepped back, he added, "I am sorry I doubted you."

"No," Bilbo said, shaking his head. "I would have doubted me too. I'm not a hero," he admitted. "Or a warrior. Not even a burglar," he addressed to Gandalf, who couldn't help but smile.

With an airy sound, the eagles circled back one last time, before soaring out away from the rising sun. Beautiful.

"Is that what I think it is?" Bilbo asked, his voice bringing them all to turn.

They followed Thorin as he made his way to the top of the carrock, Kili taking Gwen's arm firmly to help her limp along.

The hazy horizon was green, yet flat, except one strong, solitary peak breaking into the sky.

"Erebor," Gandalf said, and the word hit something deep in Kili's core.

"The lonely mountain," The wizard continued. "The last of the great dwarf kingdoms of Middle Earth."

There it was. Kili had wondered for decades how this moment would feel, but he had never imagined it would feel like this. His fingers tightened on Gwen's arm, that sharp, warm feeling only growing in his gut.

"Our home," Thorin said, completing Kili's thoughts. There it was. What he had been searching for, longing for since the day he learned to know what home was. They were going to make it.

"A raven!" Ori called out as the bird fluttered overhead. "The birds are returning to the mountain."

"That my dear Oin," Gandalf began as the bird fluttered and chirped off towards the mountain. "Is a thrush."

"We'll take it as a sign," Thorin said. "A good omen."

"You're right," Bilbo assented. "I do believe the worst is behind us."

* * *

 ** _9,000 words that was. Well, over 9,000 words. That's the longest chapter you're going to have to slog through, luckily. I hope you enjoyed, though! Let me know what you thought! Reviews make me really happy. Next chapter, we all get to recover from this craziness a bit, so stay tuned until Sunday. Thank you all for reading and reviewing!_**


	6. Chapter 6

**CHAPTER SIX**

" _When I tell you I'll be fine, I still want you by my side. Please just try to read between the lines."_

 _-Beartooth: "The Lines"_

While their spirits had been lifted, their trip down from the Carrock was no easy feat.

Though Thorin would never admit it, he had been badly hurt, and whatever spell Gandalf had cast on him didn't last long. He stumbled and slipped down the sandy, steep trail, and Kili thought Dwalin might lose his mind trying to catch him before he could be hurt worse. Gwen was being much more cautious, keeping one hand on a stone wall or Fili's shoulder the whole way down.

All of the party was beginning to feel the wear of the quest on their bodies. They were exhausted and battered, and Kili could only hope that they would be able to find a safe place and rest there until all of them felt more alive.

It took them nearly an hour to get down, with how slow they were going, and by that time, the sun had risen to its full height, the air warm around them. Compared to the constant chill of the mountains, this touch of sunlight was almost nice. They picked a careful path up along the river, perhaps making it another two or three hours before Thorin called that they should find a place to make camp.

Kili could only be grateful. Gwen was grand and all, but he was getting a little sick of being her walking stick, as her ankle only seemed to worsen. Besides, they had all grown a bit short tempered with weariness. Kili just wanted to slide in the river to cool and clean off, eat something and sleep uninterrupted for hours.

They stopped for a short rest as Dwalin, Bofur and Bifur went off to look for a place for them to set up a camp. They didn't take long and soon had guided the rest of the company to their chosen place.

Kili couldn't help but be a little bit impressed. It was only a ten-minute walk off of the river and surrounded by a thick stand of trees at the top of a hill. A large flat stone stood there, a few feet off of the ground, certainly big enough to sleep all of them, bathed in dappled sunlight through the trees. They had the high ground that would help them keep watch at night, and enough trees for a fire to keep them warm. It was cozy, and secure, exactly what they needed. Oin and Gandalf had stayed behind to tend to Thorin's injuries, but the rest of them excluding Gwen hurried off to bathe in the river, their spirits lifted notably.

There were larger matters to be worried about, such as where they were going to go, and how they were going to get by without any of the supplies in their packs, but that could all wait until they were clean.

The river water was like ice on their skin, pouring out of the northern mountains, and it made Kili numb to the bone the moment he was immersed in it, but around his shivers, he was grinning, joking and splashing with the others. It felt unspeakably good to let the sweat, grime and blood wash off of his skin and out of his hair. He got to wash his tunic and breeches too, and he sat on the shore, watching the others frolic as they dried.

His rest in the heat of the sun was much deserved, and he tried not to let his eyes fall shut, considering that if he dozed off, the others would probably not be able to wake him for a day. It was only a moment until Bilbo joined him, shivering and almost blue to the lips. The silly hobbit had kept his soaking wet clothes on.

"Are you really so determined to freeze?" Kili asked, shifting over so Bilbo could sit against the same washed up log as him.

"No," Bilbo said with a frown, clutching his still-dry waistcoat in his hand. "It's just not decent—"

"Decent?" Kili scoffed. "Master Boggins, none of this adventure has been _decent._ Now take your shirt off before you catch your death."

Bilbo blushed, but after a moment of internal debate did so, clutching his arms around him to hide his stomach the moment his shirt was gone. He sat down hurriedly, still flushing and mumbling. "Don't look at me. I haven't been eating right, I'm practically _starved—"_

"I'm not looking," Kili chuckled sitting back, his elbows behind his head, enjoying the sun. He did note that the hobbit was looking skinnier than ever. Poor lad. "There's no lasses eying you up here, don't worry."

Kili's words only seemed to worry Bilbo more as he glanced about nervously. "Well, no. Unless Gwen…"

Kili snorted, lacing his voice with faux confidence. "Mister Boggins, if Gwen was here," he motioned lavishly over himself, "She'd have too much of _this_ to look at to be worried with you." At Bilbo's horrified look, Kili couldn't help but burst out laughing. "Mahal, Bilbo, I'm _joking."_

"I should certainly hope you are," he sputtered. "I know you two have a—a _something_ going on, but for a young lady like her, that's not—"

"A _something?"_ Kili repeated. "What are you on about now?"

Bilbo flushed only darker. "Well—you know. You two…you're like peas in a pod and…"

"Aye it's called being _friends,"_ Kili snorted, rolling his eyes. "We like to banter."

"Hmm," Bilbo sniffed. "Banter. That's what they're calling it these days."

Kili couldn't believe his ears or eyes. Was Bilbo…mocking him? "These days?" Kili snorted. "You sound like an old man."

"Well, I am your senior, really."

"What?" Kili said, sitting upright. "You are not! What are you, sixty?" he guessed.

Bilbo hesitated momentarily, before admitting, "Fifty-one."

Kili couldn't help but laugh. "Oh? And you're so senior? Mister Boggins, I'll have you know that I am _twenty-six_ years your senior."

Bilbo still managed to keep his nose up. "Maturity is more than just age," he said. "You wouldn't know the difference, I'm sure."

"Oh, hop of that tall pony," Kili scoffed, elbowing Bilbo. "You're just as much of a child as the rest of us."

Bilbo huffed, turning away, although Kili could have sworn he saw a bit of a smile on his lips. He was glad Bilbo had gotten comfortable enough to tease. Kili always knew he had it in him. Another perhaps half an hour passed in comfortable silence, some of the other dwarves getting up out of the water to relax in the sun, some returning to camp to hunt. With a sigh, Kili got up, dusting the dirt off of his legs, and stretching his back. It was time he went back to his responsibilities. As he stepped into his breeches, Bilbo turned back to him. "Heading back to Gwen?"

"Not actually," Kili replied, proud to be disproving the hobbit. "I _do_ have an uncle that was hurt. I'm sure you won't fault me for seeing if he's alright."

Bilbo turned back to look out at the river, entirely unconvinced. "Of course."

Kili pulled on his tunic, picking up his belt from where it had fallen. His clothes were still a bit damp, but he felt much better than before. "It's true!"

"Tell her I say hello," Bilbo said, not turning back.

Kili shook his head and started off towards camp, wondering if it really was a good thing that they'd gotten Bilbo so comfortable.

The walk back went fairly quickly, except when Kili heard footsteps in the distance a few hundred yards from camp. He stopped, trying to determine whose they were. They sounded heavy. Likely one of the dwarves. And then, further yet, light, stumbling footsteps. Was it someone hunting?

He carried on carefully, not wanting to spook the other's quarry. He stopped quite suddenly, as a voice called out, "Thorin!"

That was Gwen's voice. Meaning the dwarf was probably—

"What?"

Thorin.

He found himself hiding behind a tree to overhear the conversation. What did she want with him?

"You're still here?"

Still here? What did he mean?

"I need you to extend my contract," Gwen said sharply, not wasting a moment's time.

Oh. Right. The contract. A contract which had made her a part of the company until they had left the mountains. Which…they had just done. Why hadn't Gwen said anything to him?

Thorin scoffed and Kili's curiosity had him creeping forward, closer to their voices. A low shrub hid him from their sight, not ten yards away, and Kili could barely see them through the leaves. They were both tense. Alert.

"Is that so? You've come to beg?" Kili could tell Gwen was biting her tongue against a retort, but Thorin took her silence as leave to continue pushing her. "Your contract stated that you would attend us through the mountains. _No_ further."

"I know, that's why I need you to extend it for me."

"For you?" Thorin repeated. "Why should I do anything for you?"

"Master Dwarf, You're not the only one who's suffered injuries," she admitted. "I can barely walk. I-I would not last three nights alone."

"And what is that to me?" Thorin said carefully after a moment of considering her words.

"That is blood on your hands," she replied easily. "You cannot let me die."

Kili was astonished. Was she asking for help?

"And why can't I do that? You are no longer with my company, no longer my concern. Your contract is up."

"Because you're a king," Gwen said, quite simply. "And if there is any nobleness in you, you cannot let me die."

Thorin scoffed. "You're trying to manipulate me."

"Perhaps," Gwen admitted.

There was a long pause where both were still, thinking, appraising each other. It was the strangest conversation Kili had seen. Somewhere between an argument and a plea.

"My life is in your hands," Gwen said after a moment. Her voice was low, as if she didn't really want to be saying it.

"I do not want it."

"And yet…It is there all the same, is it not?"

The silence dragged on painfully long, and Kili held his breath. He knew his uncle. He thought he did anyway. The length of thought that Thorin had to go to in order to make this decision worried him more than he'd care to admit.

"Talk to Balin. Extend it until you are well enough to survive."

That was all Thorin said, before turning towards the river, his footsteps sharp with frustration.

Gwen visibly relaxed, as Kili let out his breath as well.

That hadn't gone quite as badly as it could have.

He was about to work out a way of slipping off without being noticed when Gwen's head lifted, a tired smile on her face. "You can come out, Master Dwarf."

Kili froze. Had she noticed him? Or was…

This time she looked directly at him, saying, "Yes, you."

Kili stood sheepishly, rubbing the back of his neck. "I didn't think you knew I was there."

"Obviously, or I hope you wouldn't hide in the bushes. Thorin didn't notice."

Well. That was certainly a good thing. "Sorry," he said.

She merely shrugged. "While you're here, I don't think I can make it back to camp without help."

Kili shook his head in exasperation. "You're daft."

"It's called determined," she corrected him, grabbing onto a tree to help keep her up as he picked his way towards her through the brush.

"You really did hurt yourself," Kili said as he helped her arm over her shoulder.

"Not too bad."

He snorted. "Aye, like you would have gone to Thorin if it was 'not too bad'."

She didn't have a reply for that, so they limped back in silence. Camp was coming together slowly, a stack of firewood growing towards the center. Ori, Nori, Bifur, and Bombur were in the camp, puttering about, but despite Gwen's quiet protests, Kili took her straight to Oin, who appeared to be sorting through what he had left of his medical supplies.

"'ello, Oin," Kili chirped.

The dwarf squinted up at him, halfway through rerolling bandages. "What's that, lad?"

Bypassing the question, Kili said as loudly as he dared, trying to keep his tone clear. "She's hurt."

"Kili, it's—"

Oin didn't even hear the start of Gwen's protests, frowning. "No need to shout, I know. Hard not to tell," he grumbled as he set aside his equipment. "Sit down." Gwen had little choice, as Kili set her down next to Oin. "Your ribs and right ankle?" he asked her, to which she just nodded, shooting a glare up at Kili as soon as Oin turned away. Kili couldn't really care less. She could glare all she wanted, as long as it was while Oin was taking care of her injuries.

As Oin ordered Gwen to remove her boot, Bombur called Kili over. "We haven't more than a few potatoes and a bit of flour," he said, sounding none too happy.

Kili was busy wondering how Boombur had managed to hold onto those potatoes and flour when the rotund dwarf continued. "Fili, Bofur, and Dwalin are out, but I doubt they'll catch anything."

"I'll be out there in just a few minutes," Kili explained, trying not to watch Gwen's ankle being wrapped over Bombur's shoulder. "I saw some deer and rabbit tracks, fairly new."

Bombur nodded, deep in thought. "I think a deer would be best."

Kili chuckled. "I'll see what I can do. They're usually out at dusk, though, so it may be a bit until I bring one back."

"That's alright. A few rabbits for the time being would do just fine."

Kili smiled. "Aye, of course. I'll get on that in a bit." He wanted the conversation to end so he could go back to see Gwen's condition, but Bombur was being irritatingly persistent. "I just have to go make sure the lady's alright."

Bombur frowned. "Oin's doing that."

Kili blinked. Well…perhaps but—

"Kili!"

Oin's call proved the perfect way out of that, and with a hopeless shrug, Kili passed Bombur back to Gwen and Oin. "I'll be on that as soon as I can be," he assured as he left.

Bombur seemed unhappy, but Oin was even less pleased when Kili returned. "I need to wrap her ribs. But I can't do it here," his eyes flickered around to the numerous dwarves about the open space. "Need privacy."

Kili nodded in understanding. "We'll find something."

He helped Gwen up off the ground, but they were barely up when Oin was hissing, smacking her in the leg. "I said _no_ weight on it."

She was about to protest, but Kili shook his head at her, pulling her arm a little closer to take on more of her weight. "Best not to argue," he murmured, far too low for Oin to hear. "Injuries make him cranky."

"Bloody great we have him as our medic then," Gwen gritted out as they started down a faint trail in the opposite direction than the others had gone. They moved painstakingly slow, Gwen having to hop her every step.

"Apparently they make you cranky too," Kili murmured under his breath, knowing that he was close enough to her that she'd certainly hear.

The small growl she let out, followed by a weak smack on his shoulder was exactly the reaction he'd expected. They traveled in silence for a minute, Oin following after them once he'd his supplies. "He says it's a sprain," Gwen explained. "And my ribs made him make a face."

"Aye, I'd say you did a pretty good job if getting bashed up is something you wanted."

"Stuff it."

Kili chuckled at himself, deciding they would have to get her a walking stick of some sort. Not that he didn't love being her second leg, but it was taking its toll on his back.

He almost couldn't help himself as the time dragged on, asking, "How did you get out of there, love?"

"Hm?"

"The fall. How did you survive? And how did you find your way out?"

"D'you really think this is a good time to be having this conversation?" Gwen asked, her teeth gritted to the pain of moving.

Kili shrugged as well as he could with her weight on his shoulders. "There's probably been _worse_ times I could have asked."

She sighed. "It was luck, I think." She shook her head, almost in disbelief. "The stupid little bastards didn't let go of me, even as they got crushed against rocks in the fall. I think they're what kept me from being smashed apart. They didn't make it, and when I hit the ground, it was almost totally dark. I found a cave, and smelled fresh air, wandered a bit until I heard your voices. And then…well, you know the rest."

Kili was impressed. That was more than simple luck. "You make it sound simple."

"It wasn't _all_ roses. There was a lot of falling and thinking I was going to die, sitting and wondering if I was going to die, and tripping and—"

"Thinking you were going to die?" Kili suggested.

"Precisely," Gwen said grimly.

They came out to the river in a perfect place, where it crooked out of sight further downstream. A few large rocks, and a small sandy shore sunk down into the river, providing ample places to sit. Kili sat Gwen on the largest flat-top stone and stepped away, letting Oin in to work. "Turn away," Oin huffed to Kili. "She needs to…undress."

Kili snorted but did as he was told. "Ah, yes, decency."

"And no turning back about!" Oin scolded.

"Aye, aye," Kili assented, raising his hands in defeat and looking out at the river. "I won't!"

The sound of clothing shifting almost made Kili turn, but he kept himself from it, sitting down, and trying not to get too bored. Luckily, after a few moments, Oin called for him. "Wet this."

The cloth hit Kili's shoulder and he hopped to his feet, stepping down to the water to do as he was told. He kept his head down, eyes shielded for good measure as he made a show of feeling his way back to them. Oin tore the cloth from his hand, and Kili assumed that was his cue to go and sit back down.

Only a moment passed when Kili heard a sharp gasp of pain from behind him. He fought the sudden urge to turn, but when the second gasp came, he couldn't help it. Gwen was undressed from the waist up, a thick breast band still keeping her decent. Oin was wiping the dirt and sweat off of her ribs, which were mottled with yellowed and blue bruises. The right side seemed to be worse, although that could have just been the dark, crawling ink of her tattoos, which swarmed over the right side of her body, halting in a sharp line down the center.

She looked properly scraped and bashed up. Her headscarf had gone with her tunics, and since her hair was up in a low knot at the back of her head, he could see bruising darkening around her throat as well. He felt sick to the stomach as he recalled those bruises, in particular, being made, the goblin's hands wrapping tightly into her delicate skin.

As his eyes went up to her face he realized she was giving him an entirely unimpressed look around her cringes of pain.

Damn. He'd broken the one rule.

Oin hadn't noticed though…

He raised a brow, silently asking for permission to keep watching. Her slight shrug of permission made Oin fuss at her, but Kili was satisfied, sitting back as Oin put aside the wet cloth, bringing out a small jar of ointment. He applied it to each of her cuts and scratches, working thoroughly, but quickly. This gave Kili time to sit back and really look her over.

She _had_ given permission after all.

She was far too skinny, made up of only bone and muscle under her pale skin. His mother would be horrified. She wasn't overly well…endowed, but her tattoos were fascinating. If he closed one eye and only looked at the marked side, she looked more angular, more fierce. Something dangerous and strange. On her unmarked side, the bruises showed more stark, her ribs sharper, the curve of her hips more visible. She could be mistaken for a fragile, wounded maiden. Almost.

His study was cut off as Oin began wrapping her body. He did it tightly if Gwen's hisses of pain were anything to be seen of it, but Kili knew it was necessary. He'd had to do this in the aftermath of a training mishap with Dwalin fifteen or twenty years back. Turned out that a poorly blocked axe could do a good deal of damage, even through plate armor.

Oin used bandages sparingly, which was understandable considering his limited supply, but in a few minutes, Gwen's torso was well wrapped. Kili had enough sense to turn around back to the river as Oin cleared his throat, wiping his hands off on his tunic and gathering his supplies. "You shouldn't move for as long as you can help it. No strenuous stretching, running or walking, and you shouldn't put weight of any sort on that ankle. It might be wise to soak in the river for a while to take down the swelling. Come to me if your bandages come free. Don't be daft."

With that, Oin's footsteps crunched away.

"Thank you!" Gwen called after him. If he heard, he didn't respond, and after a moment, Kili deemed it safe and turned to face her. She was still mostly unclothed, clutching her shirt in her hand, her eyes locked onto the dark, smooth surface of the river.

"I'm certainly not complaining," he began. "But shouldn't you get dressed, love?"

Her frown deepened, but she didn't look at him. "I have to soak in the river."

"Right," Kili acknowledged. "I can help you."

She nodded slowly but didn't get up, her eyes still locked onto the water.

"Are you alright?" Kili asked, his tone light, but not unconcerned.

She nodded but was obviously lying.

"What's wrong?" Kili prodded, moving to kneel in front of her and meet her eyes.

She scoffed, but it was hollow. "I didn't say anything was wrong."

"No," Kili acknowledged, reaching out to tap her on the nose. "But this did."

She flinched away from his touch. "Valar, since when were you and my nose allied against me?"

"I meant your face," Kili drawled, still not letting his question drop. "What is it?"

He could tell she was about to deny him again, so he beat her to it, asking, "Are you scared of the water?"

She made a face, shaking her head. "No."

Kili leaned closer, not letting her gaze leave his. "Really?"

"You're being strange," she said, pushing him back away by the shoulder. "Did you hit your head?"

Kili rolled his eyes, standing back up. "Whatever you say, love."

"I just don't know how to swim," she admitted at last. "I'm not…scared, per say, but maybe…cautious."

Kili resisted the urge to gloat that he was correct. "You're not going for a _swim_ ," he explained. "You're just soaking for a bit. There's plenty of rocks for you to sit on, and I'll help you down and make sure you don't wash away the whole time."

She looked up at him warily. "I feel like you might try and drown me now."

"No," Kili said. "Although I might try and teach you to swim later." He offered her a hand up, and though she still seemed reluctant, she took it, and Kili was able to lend her enough support for her to hop down a few rocks, towards the water. He took a careful moment finding a spot for her. A broad stone was submerged deem enough that her ribs would be in the water, there was a stone behind it that she could sit up against, and that Kili could sit on. He paused them for a moment to pull his boots off, anticipating that he would probably be getting his feet wet at least.

She hissed the second her foot touched the river. "That's cold."

"Not that cold. Besides," he squinted up at the sun, bright up in the sky. "It's warm out."

"Hardly enough," she scoffed, although she had managed to get herself crouching in the water, her injured ankle awkwardly suspended in front of her. Kili was distinctly reminded of the time when his mother had found a stray cat soaked through with oil after an accident back at home. She's drawn a warm bath for the snarling creature, but it wanted nothing to do with that and had extended its claws and all of its limbs, catching the lips of the basin, trying to keep its fur dry. The chuckle that the memory drew out didn't go unnoticed.

"Are you laughing at me?"

Kili decided that this idea would probably draw less ire than the truth, and he swatted her gently on the back of the head. "Aye, and I'll keep doing it you don't actually sit down, you daft bird."

She grumbled an inaudible complaint, although she did sit properly, trying to keep her arms up out of the water even though her torso was fully sunk. He sat himself down next to her, letting his feet dangle into the water. He wasn't sure what she was on about. The water was refreshingly crisp, glittering out before them in the noontime sun. Half a minute had passed when Gwen started speaking in an uncharacteristically bright tone. "Well, looks like the swelling's gone down. Better—"

She started standing, but Kili set a hand on her shoulder, gently pushing her back down into the water "Good try," he congratulated her. "But I don't think that's how that works."

Gwen groaned. "Since when are you telling me what to do, Master Dwarf?"

"Since you went and got yourself all bashed up."

"That was _not_ my fault."

Kili ignored her protest, his eyes moving to her hair, which was steadily slipping looser from its knot. "Let me take your hair down."

She paused. "Why?"

He shrugged, already beginning to move behind her. "It needs washed, aye?"

"Is that a criticism, Master Dwarf?" she asked, turning back to look at him sharply.

"No, no. Of course not, love. It's just looking a bit…sweaty."

Surely, she would have been offended at that comment, but it seemed the greater crime lay elsewhere. "Valar, don't get your _feet_ on me."

"Oh, relax," Kili chided, settling behind her hair, his feet on either side of her in the water. "I just washed them. They're perfectly clean."

She yelped in protest as he let his foot bump into her shoulder. "Kili!"

He couldn't help but laugh as she floundered to slap him away through the water. "You're so dramatic."

"You're a _child,"_ she complained.

Kili couldn't help but enjoy the ease with which he was allowed to pick at her. While he wouldn't say that he had her _prisoner,_ he knew that she couldn't just roll her eyes and walk away in this state. It was refreshing.

The updo was held in place with a series of long metal pins, which he drew out carefully, setting aside his leg on the stone. Her hair tumbled easily from its place, falling onto the stone before him. He hadn't been lying when he said it was sweaty. Still, this dried soon enough as he carded his fingers through it, gently tugging at any knots to loosen them. "Don't _pull,"_ she protested as he worked at a particularly tricky spot.

He ignored the groan in favor of asking a question that had been tugging at his mind. "Why are you only tattooed on your right side?"

She brought her arms up before her as if she was considering the differences between them. "It's traditional for Rhunish women. Once you're of age, you begin, getting as much done as possible every year during your birth-week. Your family and your friends design them for you, and you can have as many as you would like, as long as it remains on the right half of the body."

"What about the left side?" Kili prodded.

"Once you're married, your beloved chooses your marks, and you have them made every year at your wedding-week."

"I see you have more family than husbands, then," Kili noted, considering the differences in her two halves.

"Astutely noted," she snorted. "Aye. My brother…" her unmarked arm fell back into the water, but she seemed wrapped up in the intricacies of her own skin as her eyes traveled the marks. "He was…dumb. From birth. But he…He drew most of these for me. He loved it. They were his pride."

Kili nodded slowly. "Was?"

"He's dead, now," she said simply. Kili didn't press the issue. Her tone told him that would have been a poor plan.

Kili combed his fingers back from her temples lazily. "That's—" he found himself freezing, his heart pounding up into his head.

Her ears.

Damn. Mahal. Her ears.

His hand had brushed up against them, and all of the sudden, all he could think of was that image in his head of them, pointed in the storm.

He was forced to snap out of those thoughts as she tensed. "Kili?"

Her voice was tight with—nervousness?

He forced himself to chuckle. "Honestly I forgot what I was going to say."

This seemed to satisfy her, and Kili forced himself to go back to combing her hair, even as his head whirled. Had he been seeing things that night? It could have been a trick of the light or the wind. But, it if hadn't been…If they were…Could it be another odd trend from Rhun? Just a deformation from birth? An ear injury that healed oddly?

It couldn't hurt to check. His fingers were combing through her hair, all it would take was a shift of his head, a peek, and he would know. But then…what would he do if they were pointed? He had never asked if she was a human. But, then she didn't look like…well, an elf. Elves were better put together, fairer, prettier, taller, less…Gwen.

Or had he read it all wrong? Was she something less than human?

He shook his head trying to dislodge the thoughts. They made his stomach churn in a terrible, unexplainable manner that he hated. '

He would ask. Just ask her.

Ask her what, though? To see her ears? At best, that would an odd request, at worst, she would attack him and flee. Albeit, she was injured, so…No. That was ridiculous to even think of. She wouldn't attack him, because she'd just be confused and miffed as she showed him her distinctly _round_ and awfully human ears. Human. Or…He knew he needed to ask. He wouldn't rest until he had asked. It was—

His eyes shot wide as she turned around to face, him a slight frown on her face. Had she heard his thoughts? No, that wasn't possible. Or had he said something?

"You stopped."

He tried not to let relief be visible on his face as his heart rate dropped considerably. Her hair. Indeed he had stopped combing her hair, his hands tense on his thighs. "I suppose that means you want me to continue?"

She blinked up at him, shrugging as she turned back out. "It's—"

Before she could tell him to stop, he brought his fingers back into the mass of her hair, running his hands gently over her scalp. He'd probably be covered in her hair, but the soft "thank you" she gave him made it fair well worth it.

It didn't quite forgive the ear-related frenzy he'd been sent into, but it helped. His mind flashed back to the choice he was trying to make, but Kili dismissed it, keeping his hands from straying anywhere near her ears. He wasn't going to ruin this. It seemed almost like Gwen was relaxing. Mahal below only knew she needed it. She kept far too tightly wound for her own good. Kili would reevaluate his choices later when he wasn't as exhausted.

As his mind wandered back through the events of the day, he recalled Gwen's talk with Thorin. "Thank you for asking for help."

She glanced at him over her shoulder as his hands fell out of her hair. "What?"

"With Thorin," he shrugged. "Thank you."

"Why are you thanking me?" she asked, seeming genuinely confused. "I was just trying to save my own arse."

"Well, yes," Kili agreed. A dour feeling rose up in his throat as he remembered the bitterness of having her not come to him for help. And well…in this case, she still hadn't come to him for help. Fili, aye. Thorin, of course. Even Dwalin. But Kili…She turned down his offers as fast as she could blink. He swallowed this burst of thoughts down. "But I know it's difficult for you to ask for help, and everything, so—"

"What was that?" Gwen said, sharply, turning to face him as best she could despite her ribs.

"What was what?"

"There was something on your face," she said, frowning. "Just for a moment. You hid it. What was it?"

Perhaps he hadn't hidden his moment of internal annoyance as well as he could have. He sighed, painting a light smile on his face. "It was nothing, love."

"Don't 'love' me, Master Dwarf. What was it?"

"I said it was nothing, aye?" Kili said, trying to keep his tone neutral.

"So now you're not going to tell me what's wrong?" Gwen quipped, keeping strong eye contact with him. She was like a dog with a bone and Kili wished she would just bloody _let go._

"It's not like you don't do it all the time," Kili huffed before he quite realized what he was saying.

Gwen blinked. "Is that really what you think?" There was something between outrage and hurt grinding her voice to a sharp edge.

"What else am I supposed to think?" Kili asked. "You don't tell me a thing without me prying it out of you."

"There are some things you don't need to know."

Kili threw his hands up, sitting back away from her. He hated that phrase. What did it even mean? "Bloody _hell,_ Gwen, I know you think I'm childish, but really?" Bile rose in his throat at the memory of the conversation they'd had just days earlier, about how much he hated being treated immaturely. And here she was, doing just that.

"I never said that," Gwen bit back, the fire in her voice shying away as his temper rose. "I never said you're _childish._ I said there's some things that there's no _reason_ for me to tell you about."

"You should tell me because I want to _help_ you!" For someone as sharp as her she was damned _thick_ in the head.

"I don't need your help, Master Dwarf."

The cold briskness of her tone only set him off. "Oh, but you need Thorin's help, don't you? And Balin's? And Dwalin's, of course. Oh, and be sure not to leave out your greatest confidant, my _brother._ Soon, you'll be getting favors and comfort from every bloody being in this company except me of course, because for some _asinine_ reason, you refuse to let me help you."

"Well, maybe I don't need your help, Master Dwarf."

"Call me by my _damn_ name, woman."

"Fine," she spat back. "I don't need your help, _Kili."_

"Thank you," he drawled though there was no sign of graciousness in his tone. Sunk in freezing water, battered and bleeding, her eyes were glittering with frustration. Still too damn proud. "You think you are so independent, Gwen. You think you can go on like this forever, alone, isolated, _stubborn._ Well, that's not how the worlds works." He refused to break eye contact, watching her eyes to see something change, just something to show that her words were making a difference. Nothing. Her eyes were steely, jaw set. _Nothing._ Kili took in a deep breath, exhaling and feeling the fire leave him. "When you realize I'm right, I'll be waiting." She opened her mouth to speak, but it fell shut. She had nothing to say. He crushed down the part of him that wanted her to do something. To smile, to say he was right, to cry just _something_ to show that this conversation had left her feeling even almost as shaken as it made him. He stood, brushing himself off. "I'll send Fili to help you back."

"You don't have to do that."

"Oh come _on,"_ Kili growled, his anger kicking back to life. "You can't bloody _walk,_ Gwen."

Her eyes were still cold as ice as she looked back up at him. "Then I'll crawl."

She was bloody serious. Kili laughed humorlessly and shook his head, turning back around and walking away in earnest. "I'm sending Fili."

He was almost out of earshot, when he picked up the sound of her voice saying, "Alright."

Kili didn't let himself turn around.

* * *

The sky grew alarmingly dark by dusk, and Kili wasn't entirely sure what to make of it. It looked almost like it was going to storm, but the air was totally stilled, without any of the usual tension that accompanied the brewing of the storm.

It was odd. But alright by Kili's books. The premature darkening of the sky had brought out his prey earlier than usual. He had tracked the deer for over a mile through the underbrush, across faint paths, and his back hurt and his mouth had become sickeningly dry, but it was all worth it as he came up upon the creature after almost an hour of stalking. Kili already had his bow out, even though he was out of range. He could just barely see the deer. It was a doe, twice as tall as him. It would feed all of them well for two days. Bombur would be proud. And she might be impressed. She—

Kili shook his head to rid it of the sudden feeling of pressure, like bees knocking around his hollow skull, pushing out the back of his eyes.

As he blinked, the deer's flashing tail caught his eye, drawing his attention back to the hunt. His thighs burned, but he kept low anyway, stepping lightly, his footsteps dead silent, even through the dry leaves and twigs. It was an absolute pain, but it would be worth it. Had to be worth it.

Every heartbeat was ridden with nerves as he neared it. Even the slightest sound could send his quarry darting away, never to be seen again. But Kili wouldn't make any noises. He knew this rhythm well

Once in range, Kili raised his bow, nocking an arrow all in one breath. He let one knee fall gently to the ground to stabilize him. He wouldn't be shaking or slipping at a time like this. No. Not now.

The world slowed down to a breath as he took aim, waited for the deer to look up at him, her wide, wet eyes blinking, and his arrow flew, the twang of the bow sending shivers up his spine.

The arrow flew truer than anything he'd seen, and he stood as it slid through the throat of the doe. It startled, a whimper creeping out of its severed windpipe, and then it bucked and collapsed, blood pumping steadily out of it into the leaves.

She stood in the place of the deer, a few feet behind, the arrow having handed in the center of her own throat. Her eyes were glass as she clutched at the—at his arrow. Blood bubbled up around it, flying out of her mouth in a wet cough, staining the front of her clothes deep crimson. "Kili, help me."

She was barely audible over the rattle of her breath through her punctured throat, but he wasn't moving. Couldn't move. Mahal, he was screaming. She sounded terrified.

He shot her. He shot her in the throat, and she was falling.

Mahal.

He wanted to cry out, wanted to help her, but the damage was done. She was done.

He stood over her as she wrapped a hand around the arrow with her dying strength, ripping it out. Blood spattered in heavy drops, and as she spoke, it sprayed out of her mouth, dyeing her teeth red. He wanted to look away but she was all he saw. "Help me."

He couldn't.

She offered her sword up to him, and once it was in his grasp, she died. Her blood ran out in a pool, spreading through the ground and turning it rich and red. He looked at the sword in his hand, and at himself. He had it for a reason. The blade was cool against his—

Kili woke, sitting bolt upright with a gasp and a strangled shout. A dream.

He hadn't had one quite like that in a while. He credited it to the fact that he'd fallen asleep in the direct sunlight, contorted up against a tree. He shook his head, wiping the sweat away from his brow.

Mahal. That was sick.

Part of him worried that the dream had been real, but the clear skies and his catch of only five squirrels and two rabbits proved that quite untrue.

It was just a dream.

He had his waterskin, but it only had a few drops left. At least that was enough to wash the sharp bite of copper out of his mouth. He stood after replacing the skin, taking with him his bow and string of prey. He had to talk to Gwen.

* * *

This proved to be a less than easy feat. When he got back to camp, he was immediately sucked away to help Bombur clean the animals. The others had caught a few more squirrels and small birds, but no larger prey. Still, it would be food, and it would be good enough for the night. When he was finished with that, Gwen was speaking with Gandalf. Kili would have interrupted, but he felt it wouldn't be wise. They sat close together, their voices too low to be audible.

So instead of resolving the churning of his gut, he went and sat with Fili who had taken a rag to his swords to clean the goblin blood from them. "What happened?"

"What?" Kili asked, looking up.

"What happened with Gwen?"

Kili sighed. He figured that's what Fili had been asking about, but didn't particularly want to talk about it. Fili had looked very alarmed when Kili told him a few hours before that Gwen was in the river and needed help back, but hadn't asked any questions as he went to go help her. Kili was glad for the rush then, but was less glad now that he was having to face questioning. "It was nothing."

Fili snorted. "That's not even _close_ to true, brother. She wouldn't say a word, but she looked upset. What did you do?"

"I didn't do anything!" Kili protested. "Why do you assume I'm the villain?"

"Fine, then what did she do?"

"Well…It was both of us," Kili admitted. "We just got into a bit of a disagreement."

"About?" Fili asked, raising his brow and setting his sword down.

"I don't even…" Kili shook his head. It had been a mess. "She was just being stubborn."

"And then that made you stubborn?"

Fili knew him too well.

"I suppose. It was…I should apologize. I just…" Kili struggled to find words, but Fili was more than willing to sit and listen as he found them. "She tries to do everything on her own. She won't admit that she needs help, and I know I've talked to you about it before, but…"

"So you talked to her about it?" Fili pressed gently.

"Talked, or shouted, they're basically the same thing, aye?"

Fili gave him a long exasperated look. "You tell me. How well did that go over?"

"You saw."

Fili shook his head with a sigh. "You look tired."

"Thanks," Kili said drily. "You've been very helpful, brother."

Fili glared at him as he brought his sword back up to work on. "I can't help you if you don't help yourself, Kee."

Kili sighed. "I know. I'm trying."

Fili paused before he brought the rag to his blade. "Do you want me to go get her?"

"No," Kili said. "I'll wait 'til she's finished." He sat back on his hands, rolling out the tension in his neck as they fell silent. The camp was at a low buzz of conversation, as the sun began to set through the trees. The air was already cooling off without the touch of the sun, the stone warm underneath them. Nori and Dori were working on lighting a fire, while a few others were off building a good stock of firewood. Thorin sat, secluded on the opposite side of their camp, leaned up against a log that had been brought up. Kili couldn't quite tell if he was brooding or sleeping or a little bit of both.

Kili turned to Fili. "Did Balin extend the contract?"

"Aye," Fili said, a smile coming to his face. "Just an hour or two ago. It seems the fates have it out that she should be stuck with us."

Kili chuckled with his brother. "Aye, whether or not she wants it."

"I think she likes it with us," Fili said, shrugging.

"Who does?"

Gwen had just hopped up behind Fili and was using his shoulder to keep herself upright. Fili glanced at her. "Well, you're the only _she,_ so…"

"I don't know if 'like' is the right word to use," Gwen said, crinkling her nose momentarily at the thought.

Kili had been trying to find the right way to breach the topic, but Gwen beat him to it, her eyes meeting his, all playfulness fading. "Master Dwarf…"

"Let's go for a walk," Kili quipped, bouncing to his feet with more enthusiasm than he had.

"More of a hop, really," Fili observed, as Kili helped her arm over him.

"We'll be back in just a bit," Kili told his brother, although it didn't really need to be said.

"Go," Fili said, shooing them off with his hands. "Leave me alone, children."

Gwen glared at him, but Kili kept her from replying by starting them off towards the trees. They didn't go far, the silence falling heavy between them as they both lost their facades of relaxed banter.

Once they were out of earshot from the camp, Gwen indicated that she wanted to stop, so Kili did as she wished, letting her lean against a tree. Before Kili could come up with the right words to say, Gwen was speaking. "I'm sorry."

Kili was momentarily surprised, but shook his head, "Love, don't—"

"No," she interrupted. "Let me talk."

He kept his mouth shut and listened. He had been prepared to apologize, so this came as a bit of a shock.

"I'm…Aye. I'm sorry." Her eyes flickered to the ground, unable to meet his. "You've...you've been nothing but kind to me. Annoying," she added in a halfhearted attempt to keep from becoming too sincere. "But very kind. You don't…deserve the things I said or the way I treat you."

Kili had to butt in there. "Gwen, I'm not kind to you so that I'll _deserve_ something—"

"I know, but that only makes it worse," she explained. "You're…Aye." She cleared her throat. "I'm sorry."

"I didn't want you to apologize, love," Kili explained softly once it was clear that was all she had to say. "That's not…I wasn't trying to make you feel bad. That's not what I want."

"What is it then?" she asked, her eyes lifting to his. There was no edge of anger there. Just something like upset. "What do you want?"

"I just want to help you," Kili said. He thought that had been obvious. Didn't she know that by now? "I just want you to let me help you."

Her lips pressed together into a tight line as she took in his words. "You can't fix every problem, Master Dwarf."

"Kili," he corrected.

"Kili," she repeated, even if only to appease him.

"I know I can't," he replied. "But you have to at least give me a fighting chance. Let me try."

"I wish I could do that, but I don't know _how,"_ she admitted, her voice cracking, something dark flickering in her eyes.

Kili wasn't sure what to say to that. It was a reasonable complaint, he supposed, but difficult to answer. He lifted a hesitant hand to her shoulder. She didn't acknowledge the touch. "I…I don't know exactly how either," he confessed. Gwen shook her head, but Kili lifted his hand to her cheek, guiding her eyes back to his. She looked bloody _scared._ Hurt. "But I know how you can start." Her brow lifted slightly as she waited for him to continue. "You can say what's on your mind. Stop hiding."

"That's not that easy—"

He shushed her. "I know. I understand that's easier said than done. But I just need you to try." She opened her mouth to speak, but no sound came out. "Can you do that, Gwen? Just promise me you'll try?" After a moment, she nodded. "Promise?" Kili prompted, squeezing her shoulder slightly.

"I promise."

Her voice was soft, but upon studying her face, and peering deep into her eyes, Kili found she looked genuine. He'd have to trust her word. He let a relieved smile onto his lips. "Thank you."

She flushed a bit, only making him smile more. Hunched as she was, she was almost on eye level with him, so it wasn't tricky for him to set his hand on the back of her head, leaning forward to knock their heads together. She hissed in pain, but Kili just grinned. She smelled of earth and sweat and something warm and tingly. "Oh, I was gentle," he admonished her as he stepped away, letting his hand fall from her shoulder.

She glared at him, hands on the spot he'd hit. "I'm not accustomed to your brutish dwarven traditions."

Kili rolled his eyes. "You're dramatic."

She grumbled but stopped Kili by calling his name as he started away back towards camp. "A little help?"

Right. He'd almost forgotten she was a cripple. "Are you sure you don't want to crawl?"

The jab didn't go unrecognized, as her jaw dropped slightly agape in disgust. Kili couldn't help but snicker at his own joke. It was entirely worth the cuff on the ear once he got close enough, Gwen started to go off on him, but he ignored her words, helping her leaning over him. "Aye, I know. I'm terrible."

* * *

 _ **Hey, all! I hope you enjoyed this chapter consisting almost entirely of just...conversations. Due to my lack of skill in writing action sequences, and my love of angst, there are going to be lots of these coming up. Sorry, friends. Just how it is. If you had thoughts about this chapter, do let me know! It doesn't matter if you haven't commented on any other chapters, if you have an account or if you're anonymous, I'd love to hear what you thought, good or bad. Thank you for taking the time to read! Talk to you on Wednesday!**_


	7. Chapter 7

**CHAPTER SEVEN**

" _I never knew we'd be more than friends."_

 _-Bad Wolves ft. DIAMANTE: "Hear Me Now"_

He woke with a start, bolting half upright as the cool night air rushed into his lungs.

Kili blinked away the images of blood and bruising that flooded his mind and tried to steady his heartbeat. He was alright. It was just a dream. Nothing more.

A glance over Fili reminded him that both his brother and Gwen were safe. The details of the dream were slipping away like sand through his fingers, and despite his efforts to try and remember it, it was gone. All he could recall was that Gwen and Fili were there, and everything was bad.

He shook his head, grateful to the chill of the night for cooling the sweat from his skin. The cool night had first proved disadvantageous. The fire died down as soon as it was truly dark, and although Kili was exhausted, the slight shiver of cold in his bones kept him barely awake, tossing and turning for a good half hour. The stone was cold against his side, and all he had in the way of blankets was his coat and his cloak.

It hadn't taken long for him to grow sick of it, and he rolled over to Fili's side, yanking away half of the other dwarf's cloak on top of him, and sweeping his own cloak over the both of them. Fili had grumbled and rolled over but didn't protest. They'd shared a bed for a good forty years; another night was hardly anything new. Soothed by his brother's body heat against his back, he had drifted off into a steady and deep sleep.

Until the dream woke him, of course.

Kili sighed, falling onto his back, peering through branches up at the sky. The night was cloudless and clear, strewn with tiny prickling stars. Not as good as the skies back at home, but fairly admirable. Good enough for him to count until he could fall back asleep.

A sharp gasp had Kili sitting up again, looking around warily. Luckily, it was just Gwen. She was hunched over, catching her breath, as Kili had been a minute ago. "Nightmare?" he said to her softly.

Despite his efforts, she still jumped at the sound of his voice. Her eyes met his, unreadable, and she just nodded.

"What about?" Kili asked.

She shook her head, taking a deep fortifying breath. "I…don't know."

He followed her gaze as it cast out, and he almost could have sworn it landed on Bilbo. Odd. "Are you alright?"

"Aye," she breathed. The dark was too thick for Kili to see if she was lying.

"Are you sure?"

"Mahal, _shut up,_ you two," Fili growled suddenly from between them. "She said she's alright."

Though she jumped a bit at the intrusion, Gwen smiled, the tension in her body releasing. "I am," she assured Kili.

"Good," he said, returning her smile.

Fili groaned at the continued talking, and Kili shook his head, amused. Fili was a heavy and notably cranky sleeper.

With one last nod, Gwen lay back down, and Kili followed her lead. A minute or two of silence passed before Fili was talking again, only sounding more frustrated than before. "What do you want?"

Kili sat up at the harshness of the question when he realized it wasn't directed at him. Gwen and Fili were facing each other, Fili's eyes squished into either a squint or a glare.

"Nothing!" Gwen protested. "I was just laying here."

"Can't you just _sleep?"_

"It's too cold to sleep," Gwen huffed.

Fili let out a long, antagonized sigh as he sat half up, sliding a foot away from Kili. "Get over here."

"No, that's—"

"You said it's too cold to sleep and it's warm here. If this'll shut you up, you better move your arse over here before I move it for you."

For a half-asleep Fili, that was an impressively complex sentence.

Gwen didn't further challenge the angry Dwarf, wrapping herself up in her cloak, and crawling over, tucking herself in between the two brothers. Fili let out another long-suffering sigh as he flung their cloaks back over them, completely enveloping Gwen in warmth and closeness. "Now good _night."_

Fili's tone was final, but Kili couldn't help himself from leaning in to the general area where Gwen's ear would be through all the layers of wool, faux-whispering. "Sorry, he gets a bit cranky."

Fili reached over Gwen to land a sharp jab into Kili's ribs, aimed with the sort of precision that only comes from years of practice. Snickering, Kili settled back, feeling the tension from the dream melt away as warmth enveloped him.

* * *

Kili slept well through the rest of the night, only waking when the sun had quite risen. The day was bright and sunny, the crisp air of the dawn already ushered away by the heat of the day. It seemed most of the company had slept well, as they all woke with Kili, warming up last night's dinner for breakfast. Kili ate his share, and though he was still a bit hungry when he was finished, the ache of exhaustion that had pounded at his head the day before was quite gone, and he felt refreshed, energized.

Balin had announced that they would stay at the camp for another week, or until they felt it unsafe. Thorin didn't look very happy about the decision, but they needed to rest, especially with what was ahead. According to Gandalf, they were doing fine on time and would reach the mountain in plenty of time to find the door.

Whether Thorin would ever accept it, he was the primary reason they weren't moving ahead. He struggled to walk even ten minutes, quickly becoming out of breath. His chest and ribs had been cracked and broken by his beating, deep puncture wounds breaking through his skin where the warg's teeth had cut into him. He looked awful. Not that Kili would dare tell him any of this.

"It really is nice to have a break," Kili confessed as he and Fili dozed in a puddle of sunlight, letting the cold from the Misty Mountains leech out of their bones.

Fili hummed in agreement.

There was a long beat of silence. Resting was nice. Of course, it was. But he was starting to get—

"Are you bored?" Fili asked, voicing Kili's thoughts.

"Aye."

"Want to go for a swim?" Fili asked, sitting up. The sparkle in his eyes told Kili that his brother had likely been just as bored and twitchy as him.

Kili nodded, stretching as he sat up. "Can we bring Gwen along?"

Gwen was a good ten yards away, but her voice floated over to them, breaking the steady pace of her conversation with Bilbo. "Bring me along for what?"

Damn. Her hearing was sharp.

"Would you like to swim?" Fili asked as he and Kili stood, feeling the midday lethargy drain out of their bones.

Gwen snorted. "No, I quite would not."

"More like doesn't know _how,"_ Kili told his brother.

Fili gaped. "Don't know how to swim?"

"I grew up in a desert," Gwen retorted defensively. "The nearest body of water you could even try to swim in was a month and a half's travel away!"

"Well now the nearest body of water is ten minutes away," Kili explained, grinning at her reluctance. "So, up you pop."

"I'm injured," Gwen said.

"Nonsense," Kili argued. "Oin said the cold water is good for you."

"And if you're standing up enough to hurt your ankle in the water, you're not doing the 'swimming' thing right," Fili added.

Gwen seemed to be out of protests. "Well…"

"Right you are then," Fili chirped, closing the gap between him and her, and offering a hand. "Kili and I are wonderful teachers, I swear."

"Bilbo doesn't know how to swim either," Gwen blurted.

Bilbo, who had laid low until that point threw his hands up in annoyance. "Gwen!"

"Sorry," she said, not looking too terribly sorry.

Kili turned on Bilbo, jaw dropped in mock amazement. "You too?"

"I just never had the chance or desire," Bilbo explained, squirming under the accusatory looks of the two dwarves. "It's a very Stoorish thing, not really _ordinary_ for a Baggins to go out to do—"

"And is it a very Baggins thing to do to be out on an adventure with a dozen dwarves?" Fili asked.

"No, quite not, I should think."

"And yet, here you are, Master Boggins."

"And so," Kili continued, "here you come with us." Bilbo tried to protest as Kili hauled him up from the ground, glancing, panicked at Gwen who Fili was helping up and over his shoulder. "Oh, it's never too late to learn," Kili assured him.

"You don't _know_ that," Bilbo fussed, tearing his arm away from Kili, brushing himself off. "I can walk on my own, thank you very much."

"As long as you won't try and run."

Bilbo glared up at Kili as he straightened his waistcoat, his hand patting its pocket. "I could."

Kili laughed. "Aye, but you won't. I'd catch you. Speaking of catching," he began before Bilbo could argue. "We'd better catch up before the cripple and the shorty beat us there."

Still grumbling, Bilbo followed after Kili into the forest.

They caught up with the other two quickly, and Kili was glad to have his brother there to bounce teasing off of. By the time they got there, the only reason Gwen hadn't hit him was that he was too fast for her. Fili sat Gwen down on a rock as they all removed their boots and outer layers, except of course, Bilbo, who seemed to be hesitating. "If you don't take off a few layers, it'll be much harder to swim," Kili told him.

"Of, of course," he mumbled, shooting Kili a fake polite smile of thanks, even though his fingers curled tighter into the edge of his waistcoat. After a moment of thought, he huffed, mumbling to himself as he pulled it off, folding it neatly on the ground, and setting it under the shelter of the rock. Kili looked away to see Gwen also watching the hobbit's odd behavior, something peculiarly dark in her eyes. She saw Kili looking at her, and they shared a slight shrug before going back to their boots.

Once free of their most constricting garments, Fili seemed more excited than ever to escape the heat, going to help Gwen back up. "Come on, love."

Kili waded out into the water, its cool touch flooding up his legs, soaking through his breeches. The rocks were cold and slick under his toes, and he wanted nothing more than to dive headfirst into it. He held himself back as it seemed Fili was having some difficulty getting Gwen into the water. She was shaking her head vehemently, at the edge of the bank. "You go on, I'll go in myself."

Fili examined her face. "Are you scared?"

"No!" Gwen protested, a little too adamantly for it to be believable. "I'm just not comfortable with it all."

"Sounds like scared to me," Kili remarked as he made his way back to where they were.

"I just want to take it a little slower," she explained. "That doesn't mean I'm—"

Fili snorted. "What aren't you afraid of? Heights, water, cooking, what's next?"

"To be fair, I'm not _afraid_ of cooking," Gwen bit back, though it seemed she was assenting to the other two. "I'm just terrible at it."

"See," Fili said. "Scared."

Gwen sighed deeply. "Alright. Aye. I'll admit, I'm a little scared of those two things. And goats," she added, after a moment, her eyes glazing as she was lost in thought. "I don't like goats."

"It's the eyes, isn't it?" Kili said, recalling his encounters with goats. Odd, they were, with their sideways eyes.

"Aye, there's something not right about it," Fili admitted, scrunching his nose at the thought.

"I'm not afraid of goats," Bilbo added after a pregnant pause.

"It's not so much afraid," Kili corrected him, trying to find the right words.

"More…unnerved by them," Fili suggested.

They considered this for a moment before Gwen broke in. "No, I'm fair positive that I'm afraid of them. I've had nightmares."

Kili looked up at her in disbelief. "You dream about goats."

"Well, not often," Gwen amended. "But I have."

"How did we get on goats?" Fili asked suddenly, shaking his head as if waking up from a daydream.

"Gwen's fault," Kili pointed out.

Fili gasped in exaggerated betrayal. "You were trying to distract me!"

"I was not! I simply mentioned goats; you're the ones who… _contemplated_ them!"

"Well," Fili huffed. "We aren't going to be contemplating anything now. We're going to be swimming."

Gwen tried to protest, but Fili was practically dragging her into the water. Kili shot a pointed look at Bilbo, who was lingering at the shore, peering at the water skeptically. "You too, Mister Boggins." The Hobbit shot him a dark look and flinched as the water came up over his feet.

They swam for a good two or three hours. Well, Kili and Fili did, at least. Bilbo mostly did a lot of flinching and trying to excuse himself, while Gwen sat on a rock, half submerged and sulked. Gwen, at least had an excuse for her reluctance to try anything too new, considering her injuries. Bilbo, it seemed, was just adverse to all things new. They did manage to get Bilbo to the point where he could keep himself upright, and head above water in spots that was deeper than he was tall (although even then, he was floundering and sputtering as if he would drown any moment). Kili barely managed to convince Gwen to try and put her head under the water a few times. She wasn't happy about it and looked a bit like a tired, drowned rat by the end of it, but Kili considered it progress.

Bilbo left first, as they finally relented, allowing him to wade out of the water as fast as he could, scrambling to re-dress and get away from the draining cold. Gwen seemed content to sit in the water on her rock and watch them from a distance, splashing, wrestling and generally making fools of themselves.

Kili was having a wonderful time. He hadn't had the time or means to just muck about in water since he was forty-six when the lower pond filled up enough that summer he and Fili had spent home with their mother.

Nori, Bofur, Dwalin, and Bifur joined them after an hour or so, and their water-battle only grew more ferocious. Tired from hours of exercise, he and Fili helped Gwen out of the water, and sat up on the bank, lying back on the grass, relaxing. Gwen kept herself out of their conversations, almost looking to be sleeping, although Kili saw her quirking slight smiles at the funnier part of him and Fili's conversation. They talked about everything and nothing, often falling back to childhood memories of days like this when they had cool water and warm sun and nothing to do.

Unfortunately, they weren't entirely devoid of things to do, and as the sun arced lower from its high-vaulted midday, Kili knew he should get back out to hunt. By then, they had all dried well, baking in the sun, and the others in the river had calmed down, just lounging and floating in the shallows. "I think that Bombur'll cook me up soon if I don't find him something else to make."

Fili and Gwen sat up as he did. "You'd be too stringy," Gwen yawned.

"Are you such an expert in cannibalism?" Fili asked her, raising a brow as he stretched his sore arms.

Gwen shrugged. "There are many traditions of Rhun that you don't know about."

"Well, don't be giving Bombur any tips, I've come close enough to getting eaten already on this journey," Kili said, standing slowly, feeling the warm blood start to flow back through his veins.

"Help me back to camp and I swear my lips will be sealed," Gwen said, holding a hand up to him.

Kili groaned, but took her forearm, helping her up. "We need to get you a walking stick or something."

"Brother, no humble stick could ever replace your usefulness," Fili promised him, voice sickly sweet with false comfort. "I'll come back too."

"Right," Gwen snorted as they started the long hop back to camp. "It would have to be an arrogant, hollow stick.

" _Ouch,"_ Kili said in mock pain, holding a hand to his heart and turning to give her the most offended look he could muster. "Words hurt, Gwen."

She rolled her eyes. "I was joking, Master Dwarf."

"Well, I should hope so," Kili laughed. As if that even needed to be said at that point.

"I wonder if Bilbo's going to want to come back out with us tomorrow," Fili mused.

Kili shrugged. "We'll have to make him, I'm sure, but it's good for him."

Gwen cut in. "There was something off about him. Has been," she self-corrected. "I think something happened."

"What do you mean?" Kili asked. He had his own ideas on the matter, of course, but he was curious what she had to say.

"You've seen it," she said. "He's…He avoids questions. He's been a little more isolated. He just seems uncomfortable, aye?"

"He went through four or five near-death experiences," Fili sighed. "Probably killed for the first time too. That'll shake anyone up."

"I suppose," Gwen said softly, and Kili could practically hear the workings of her brain running like well-oiled steel.

Bilbo's problem could just be stress. Or. Was it something else entirely?

* * *

He really, _really_ needed to stop having dreams like that.

The kind where he woke up in a cold sweat, panting, making Fili grumble and roll away, often taking their makeshift blankets with him. Kili typically forgot his dreams the moment he woke up, but the worst was when they lingered, imprinted in his mind's eye.

He glanced over the mounds of dwarves to where he knew Thorin slept. He was fine. Thorin was alright. He let his eyes fall then, to Gwen who was curled up on her side, flush against Fili for warmth, the vague shape of her rising and falling as she breathed. She was alright too.

Kili rubbed at his eyes, forcing himself to lay back. He didn't feel that he'd be able to sleep. It was like his mind was sprinting in his head, exhausted but unable to stop whirring.

When he rolled on his side, he couldn't help but jump when he saw Gwen's eyes open. She blinked at him as the burst of surprise left his heart pounding. "Dream?"

Her voice was soft enough that Fili wouldn't hear but loud enough for Kili to hear if he leaned in close enough. He nodded. "You?"

She nodded in return.

"What about?" Kili asked, half out of curiosity half out of not wanting her to fall asleep and leave him bored, awake and alone.

A frown slid onto her face as she considered. "I don't…It's a dream I haven't had in many years."

"You've had it before?" Kili asked.

Fili let out a warning snort at the slightly raised sound of Kili's voice and Kili scolded himself. He needed to keep it down.

Gwen nodded slowly. "Yes. It's a dream many back at home have. Some, more often than others, and I don't know if the others were making it up…"

Kili raised a brow. "What is it then?"

"Darkness," Gwen said, her features practically invisible through the thick darkness though she was only inches away. Her breath washed warm over his face, her words soft but intense brushing against his ear. "Thick, thick darkness. Like syrup all around you. All cold and choking. It feels like suffocating. But then there's this light." Kili could have sworn he saw her eyes glint through the dark. "Piercing and thin, and it feels…odd, but you go towards it because you feel you have to. I get this…this feeling." Her tone lowered to being nearly inaudible, but Kili didn't dare say a word to her. "It's a sick feeling in my gut. But…a good sick. So you go towards it."

"And then what?" Kili prompted.

He felt, rather than saw her shrug. "I've never gotten there. Always woken once I gave in."

"Have you ever tried walking away?" Kili asked, genuinely curious.

She paused for a few long heartbeats. "You don't walk away." There was an immovable finality in her tone, and Kili decided not to question it. "What did you dream of?"

Kili struggled to find words and would have considered lying if he weren't so tired. "I was walking with you and Thorin, I think. And then the two of you walked past me. You were arguing over where we were going, and you chose separate paths. As I was deciding who to follow, I heard screams. Both of you. When I…I came across Thorin, and he was dead, his body being picked apart by giant birds. Then I got to you, and—"

"That's alright," Gwen interrupted gently, her hand falling softly onto his shoulder. "I get the idea."

Kili shook his head. "Aye. It was not fun."

"I honestly think I'd prefer my dream," Gwen admitted.

"Me too," Kili said, more than a little upset that the images had been refreshed in his mind.

Silence fell thick between them as Gwen shuffled from her side, facing away from him to look up at the stars. With the shift of angle, he could vaguely see her in the thin veil of moonlight. She was washed out, and pale, somehow entirely unearthly, and yet completely familiar. "They're pretty," she said, barely louder than an exhale. "The stars."

Kili hummed in agreement, though his mind was far from stars. He had never imagined he would like someone like her. And while she wasn't _pretty,_ per say, she…made something in his gut flip hard. It felt warm and soft and wasn't quite a feeling Kili had ever had before. "Remarkable."

"Hmm?" Gwen asked, turning her face back to him.

Damn. He'd said that out loud. "The stars," he added, to correct his mistake.

Gwen didn't seem to notice his fumble as she turned back to the sky. "They're so far away. Out of reach." She turned back to him, rolling fully onto her side and wrapping her arms about herself for warmth. "I'd rather be down here."

"What, rather than up there?" Kili chuckled, reaching an arm out to wrap around her, drawing her across the stone, into his chest.

"What are you doing?" Gwen asked sharply, her voice half waking Fili, who let out a long, sighing snore.

"It's cold, we're cold, and I don't want to have any more bad dreams."

Gwen pulled away from his chest far enough to glare at him, before she grabbed his arm closest to her, patting it down as she placed it as she liked for a pillow. It wasn't long until his face was half buried in her hair and scarf, his arms settled loosely over her. She was like a bony furnace against him, and Kili couldn't protest. It was chilly. The smell of her invaded his senses, something warm and comfortable, like sunlight and rich fruit and tingling softness. His eyes fell closed easily. "G'night, Gwen."

If she replied, it was too muffled by his clothing, but he didn't mind one bit as he drifted off into a dreamless sleep. The very best kind of sleep, that was.

* * *

A week drained by in relative uninterrupted peace. Kili slept well. They all trained, fooled about, chatted, and went out for hours upon hours to swim each day. Gwen was regaining more mobility in her ankle, taking it quite slowly as per Oin's advice. The worst of her bruises, as well as Thorin's, were beginning to fade to green and brown, and the rest of the company was feeling more rested and energized than they had since the beginning of the quest.

The weather had held up beautifully, but of course, it was just their luck that rain would come the day they agreed to set off traveling again. What started out as a drizzle halfway through the previous night had broken into full-on rain by the time the sun had risen. The skies were gray and heavy with thick clouds, the rain freezing against their skin. It was a small mercy that their lack of gear made their travel light.

The din of rain and the slosh of their footsteps in the mud kept them from enjoying the march too much, as they followed up the river. Their path danced between the forests and the narrow slivers of open land between trees and the river, which was swollen and murky brown with dirt. Conversation was quiet and scattered, usually only between a few people.

Gwen had stopped needing Kili's help to get around days before, electing to use a walking stick to help her move, and so she was further towards the front of the company, limping with her head down as she spoke low with Gandalf.

Kili and Fili tried to keep their own spirits up. Many of their jokes fell flat, and Bofur seemed to have little energy to give to amuse them, but they kept up the efforts valiantly. It was a few hours beyond midday and Kili was beginning to wonder when they would be stopping for the night when their not-so-good day turned simply _bad._

The river had become so bloated that it was only inches away from their path, but that hadn't proved to be too much of a problem except when their trail skirted right onto the edge of a bank over the water. Kili had very little reason to believe that they were anything but safe. This was, of course, until with a hideous slurping noise, the mud they were walking on sloughed away from the bank, sliding down into the river below. Kili yelped as he fell, scrabbling for something to take ahold of. He cursed as he found his arms tangled in his sodden cloak. Cold water was rushing up his boots, and mud had smeared onto his face, but before the water could rise higher, a hand landed on his collar, almost choking him, but keeping him from sliding further into the river. He blinked up through the blur of mud and rain to see that his brother had caught onto a root that had been exposed by the mudslide. The others were in a similar state, scrambling to keep from sliding down the bank, holding on where they could. Gandalf, Balin, and Bifur had managed to keep their footing, and upon seeing the chaos, rushed to help them all back up onto what was left of the bank.

Kili was just getting an arm free when a shout caught his ear. He turned sharply, and his heart was suddenly pounding in his ears, drowning out the rest of the cries and curses in the air. "Thorin."

The dwarf was wheeling backward, and fell, with a crash, into the river. It started carrying him the moment he hit the water, faster than Kili could follow, but before he could get too far from the bank, another dark shape crashed into the river. A flash of red bubbled up through the water and Kili realized with a terrible sinking feeling that Gwen had fallen-or jumped in after Thorin.

The water dragged her for a moment, but not before Ori caught a grip of her ankle. Both figures in the water stopped suddenly, Ori crying out as his grip on her almost popped free with the sudden force.

Gwen had caught Thorin.

Kili struggled frantically, torn between getting up onto the bank and diving in himself. Fili's hand on his collar made the decision for him, as a harsh pressure cut into his windpipe. Fili and Gandalf hauled him out, keeping Kili from seeing the commotion proceed a few yards up.

The moment he had grass under his hands, he was staggering up to his feet, scrambling for a view of the others. "They're okay," Fili panted.

He was only partially right. Bilbo had hurried to help, and this seemed to keep the two from washing away entirely. Still, it felt like had been ten minutes since they fell in, and Kili hadn't seen a sign that Thorin or Gwen had come up for air. He despised the thought of them suffocating in the undertow.

Luckily, Dwalin had hauled his way over to them. He shoved Ori out of the way, into Dori and Nori's hands, to get pulled up out of the danger. Kili pushed through to the spot on the bank right above them, watching anxiously, and infuriatingly helplessly as Dwalin took a strong grip of Gwen's leg and hauled her back towards him.

By then, Gloin had replaced Bilbo, and together, he and Dwalin managed to drag Gwen up out of the water. She seemed to have gotten a grip around Thorin's waist, and her arms stayed locked around him as the two dwarves hauled him out by the coat. Gwen was still coughing when Dwalin tossed her up the mudslide onto the bank. Kili and Bifur caught her arms, helping drag her up the last few feet, and it was only moments until they were all shaken, soaking wet, muddy, and coughing but alive.

Gwen crawled out of Kili's arms the moment she could, retching up mouthfuls of river water onto the ground. Kili caught his breath for a moment before he went to her side, patting her firmly on the back as she coughed out the last of it.

Thorin seemed to be a little more shaken than her, but he had coughed his lungs clear. Oin was checking him over frantically, likely looking for any injuries that may have been further damaged, while the others huddled in a loose mass taking stock of their circumstances.

Gwen sat back and Kili reached forward to clear the mass of soaked hair from her face. She was pale and shivering, her eyes bloodshot from the water. "Good thing I taught you to swim," Kili said, trying to keep the mood light despite the adrenaline crowding his veins.

"That wasn't swimming," she croaked. "That was drowning."

Fili knelt down next to them, setting a hand gingerly on Gwen's shoulder. "Are you alright?" She managed a nod, though she was still coughing a bit and looked absolutely miserable. "That was daft," Fili huffed as he sat down into the mud, looking warily past Gwen at Thorin.

Gwen's eyes widened. "What would you have done?"

"Well…Exactly that," Fili admitted. "But I do daft things all the time."

For once, Gwen didn't have the energy to protest, just shaking her head as she wrapped her arms around herself, shivering harder. Kili moved in before she could ask, wrapping an arm around her, and squeezing her into his side. She was sodden, her forehead against his cheek like ice. "Is Thorin alright?" Gwen asked, her voice trickling weakly out of Kili's coat.

He nodded. "I think so."

"It obviously wasn't good for him, but he's getting up already," Fili added.

Kili was surprised to see that he was right. Thorin pushed away Balin's help as he lurched up to his feet. "We continue."

Fili's look of surprise mirrored Kili's own, and Kili would have spoken had Gwen's elbow not jabbed into his ribs with surprising strength from someone who looked like a half-drowned rat. "Let me up."

He loosened his grip on her, and before he could say a word, she was struggling to get her legs under her. Fili hurried to help her, letting her lean her weight on his shoulders as she caught her breath. "Gwen," Kili began, aching to let her stop and rest.

"Come on," she prompted him as she righted herself. "He said we continue."

"Love," Kili huffed as he got up. "Don't be daft."

She was as bullheaded as ever, shrugging off his hand from her shoulder. "We continue," she repeated sharply, pulling up her soaked, headscarf to cover her hair, and her hood over that, even though it was in a useless state. "She'll catch her death of a cold," Kili hissed to his brother as she started off, limping as she caught up with Bilbo.

Fili shrugged helplessly. "Aye, but what can we do?"

"Clock her upside the head," Kili growled to himself as they hurried to tail the company as they continued up the trail.

Fili snorted. "That'll help."

"She's _so_ stubborn," Kili groaned, shooting the bloated river one last glare.

"That's why you too get along so well."

Fili only got a glare in response for his troubles.

* * *

Luckily, the rest of the day passed uneventfully. The rain let off in the afternoon, and though they were all still damp, a nice crackling fire had helped banish the chill from their bones when they set up camp for the night. They had little to eat for dinner except for a rabbit that Dwalin had axed practically in half and a few birds Kili was able to shoot down. While they went to sleep hungry, they all slept well, glad to be resting their aching feet.

Unfortunately, Kili was forced to wake partway through the night to be on watch with Bofur. Together, they stoked the fire and tried to keep each other awake with hushed conversation, but Bofur seemed to be truly struggling. Just as he nodded off for the fourth time that half-hour, there was movement from the far side of their camp, and Gwen stood, yawning. She gave Kili a slight nod, padding silently over to them.

Bofur almost shouted in surprise when she tapped him on the shoulder, but he managed to keep from waking the others as he clutched at his heart. "You scared me, lass."

She chuckled softly, sitting down next to Bofur, leaning back on the log that he and Kili had sat against. "I can tell."

"When Kili's waking me, he punches me," Bofur grumbled, shaking off the sudden excitement. "Thought you were a ghost or some'ing."

"You're tired," Gwen said, her voice barely above a whisper. "Go sleep. I'm going to be up anyway."

Bofur didn't need to be told twice, and Kili suspected he fell asleep on the way down to his spot, judging by the thump of his body hitting the ground.

"Can't sleep or you just wanted to spend time with me?" Kili asked, grinning as she settled in, leaning forward to warm her hands on the low embers of the fire.

"Neither," Gwen answered. "I was cold."

Kili sniffed in agreement. The air was breezy and damp with the lingering touches of the storm. He leaned forward to their dwindling pile of wood and placed a small branch onto the fire. They couldn't set it blazing lest an enemy notice the smoke, but he was at least able to get the fire to kick out a little more heat as licks of flame flashed up to draw the wood into the fire, breaking it down to shimmering orange coals.

Their silence didn't last too long. They talked mostly about unimportant things, and Kili was glad to see that the night seemed to lower her guard against him. The sound of her muffled laughter was nearly constant, those soft, hidden smiles of hers even more frequent than the laughter.

She'd spent the last hour trying to teach him a trick he'd seen before but never attempted: making a coin disappear. It was painfully simple when she explained it, but it was much easier said than done. "My hands are just too big," Kili groaned as the coin slipped off of his hand instead of staying perched, hidden on his palm as Gwen had demonstrated two dozen times.

"Nonsense. The man who taught me this had hands _twice_ the size of yours and he never had this much trouble." She shook her head. "You're just not skilled with your hands, Master Dwarf."

Kili leapt on the opportunity that presented itself to him. "Oh, my hands are skilled, love." The smirk on his face was enough to send her eyes rolling as she rubbed at the bridge of her nose. Before she could criticize him, he blinked innocently, explaining. "I'm quite the knitting prodigy, according to my mum." Gwen tried to hide her smile at the fact that he'd fooled her, and he feigned being aghast. "Mahal, Gwen, what were _you_ thinking of?"

"Knitting," she said drily. "Only knitting."

"Inappropriate little minx," Kili admonished her, shaking his head and holding onto the joke for another moment, before he broke, muffling his chuckles as best he could.

"You're never going to get that," Gwen commented as she watched Kili fumble, trying to get the coin to stay where he wanted it.

"You're not a very good teacher," he critiqued.

She snorted, leaning forward to prod the coals with a stick, bringing a little more light to the narrow space between them. After a few more attempts, Kili found the right spot, and the coin stayed wedged just where it needed to be. "I've got it!"

Gwen turned, nodding to let him know she was watching. "You see this coin?" he asked in as theatrical of a voice as he could manage without waking anyone. Gwen nodded again, appearing to be resisting the urge to roll her eyes. "It's a real coin, I assure you," Kili said, trying to bend it, tapping it against his boot to demonstrate how entirely real it was.

"Aye, I see it, now make it bloody disappear."

" _Patience,_ woman," he scolded, clearing his throat as he went back into the performance. "Now, would you believe me if I said I was going to make this…disappear?"

"At this point, I don't think so."

"Well," Kili admonished. "It's only going to work if you believe in me, Gwen."

"Fine," she huffed, impatience coming off of her in waves. This was his twelfth iteration of this performance in an hour, and Kili was having a wonderful time irritating the life out of her. "I absolutely believe in you."

"Hmm…" Kili mused, peering at her with squinted eyes. "Not sure if I believed that."

"Bloody hell—"

"I'll need a kiss for luck," he announced, offering his hand forward.

She sent him a dark glare, but leaned forward, brushing her lips onto the backs of his fingers. "Now just do the bloody trick."

His prerequisite fulfilled, Kili grinned. "It is time…for the impossible…to become possible." Before Gwen could nag at him, he sat up a little straighter, using the excuse of adjusting his sleeves to justify switching the coin to his other hand. He tucked it into that spot on his hand where it would hopefully stay. He almost grinned as the coin failed to fall as he pretended to switch it back to his other hand. Perfect. "And…" he began, lifting the empty hand. "Where it should be, there is—" he opened his fingers, revealing a completely empty hand. "Nothing."

Gwen tried to maintain an unimpressed visage, but he could see the smile trying to tug at the corners of her mouth. "I could see it the whole time," she said, leaning back onto the log, her face turned up to the sky.

"I think you're lying," Kili huffed as he fiddled with the coin a bit more. "Either way, I think that'd fool Dori or Dwalin."

Gwen hummed in agreement. After a minute or two, Kili slipped the coin into his pocket, looking up to see what had Gwen's attention. Through the trees and clouds, a few tiny stars were visible, scattered over the heavy, black skies.

"It's odd," she said, frowning. "Back at home, we spent every summer sleeping under these stars. It was too hot to sleep inside," she explained. "But up on the roof, it was just cool enough to be comfortable."

Kili nodded, settling back next to her, letting his eyes trace the invisible lines between the stars.

"I spent years staring up at the skies. I could tell you where every star is, their names, and their constellations from every people that have looked up at them. I see them when I close my eyes, and know them better than I know myself but I don't even think I like them."

"Why's that?" Kili prompted, feeling a smile on his lips. She was an odd bird.

"I don't know," she admitted. "They just seem so far away. Cold." She sat up, and Kili followed her. "I prefer firelight." It danced, orange and red and gold; flashing, pulsing lights in the deep mirrors of her eyes. "It's warm and close."

"You can control it," Kili observed after a moment of silence. "To a certain point, anyway. You can start it, you can guide it, but it's ultimately itself, and it will burn as it pleases."

"That was eloquent," Gwen commented, smirking as she glanced over at him. "I was just going to say it's red. I like red."

Kili snorted. "That works as well."

Gwen shook her head, hugging her knees to her chest as she stared deep into the embers as if searching for something in their soft blue heat. "The starlight is so remote…distant and strange. But I understand fire as much as anyone can. I can feel its light on my skin; feel its pain when it burns me. It's familiar." A soft smile broke over her face, and Kili knew he was staring but couldn't stop. It felt like something burst in his heart, and a heat that had been trickling out before, pooling in his gut flooded out, sending his pulse rushing, he fingers tightening into the dirt.

She wasn't pretty. That was it. She'd never been _pretty_ to him. It was wrong to try to fit her into pretty.

Pretty was soft dwarven ladies, with their trim beards and flowing, rich curls. Thick lashes, and sweet rounded eyes, and porcelain skin, with blushing pink cheeks. A rolling farm field was pretty, bathed in a thick syrupy sunset, cut with placid lakes and runs of water, flowing and soft and cozy,

Pretty wasn't this.

Eyes tired and deep, but dancing in hidden depths with heated black secrets. Quick lips, cheeks carved out by orange firelight, wrought with shadow and sun-wearing. Tangled, wild hair and roughly knotted, fast hands. Like the last spitting beam of the setting sun cutting long shadows into a vicious cliffside. This was strange and fearsome and beautiful.

Beautiful. There it was. There was the word. That's what she was.

He wanted to make Gwen, so strange and fearful and unusual, his.

"Did you hear that?"

His mind seemed reluctant to pull itself from the sink of warm, spiraling heat, but the urgency in her tone and the way she leapt to her feet in an instant, pulled him out of his reverie in a heartbeat. "Hm?"

''Howling."

He was up on his feet, eyes snapping wide. "Where?"

"I don't know," she spat back.

Kili felt his heart sink as the wind carried him the sound of distant howls and barks. It seemed their rest was over.

* * *

 _ **Hello, all! This was kind of a fluffy chapter, but I feel we all needed a break after these last couple of chapters. If you had an opinion on this chapter, please take a moment to leave a review! Even if you didn't have an opinion. I'd love to hear from you. They really make my day, and I love them. Thank you for reading and reviewing, and I'll catch you all on Sunday!**_


	8. Chapter 8

**CHAPTER EIGHT**

"" _The things bottled inside have finally begun to create so much pressure that I'll soon blow up."_

 _-Reliant K: "Who I Am Hates Who I've Been"_

Once again, it came vastly in handy that they had essentially no gear to pack.

From the moment Gwen had alerted him of the coming danger, the company was woken and prepared to go in ten minutes flat; maybe less. Kili would have been more impressed if he wasn't wishing them all to move faster. He had extinguished the fire immediately, and it didn't seem the wargs had caught their scent, but they were scouting the whole area around them, possibly only miles away. Either way, it was hardly safe for them to stay at their camp. Blurry with sleep, the company stumbled half-an-hour off the path, cutting up a steep slope to gain a vantage point on their attackers.

The sun was just beginning to stain the horizon pink with its rising when they stopped against a thick crag of rocks to catch their breaths. They had half a minute to catch their breaths before Thorin elected to send Bilbo up onto the rock to look for the enemy.

Gwen had offered to go up, much to Bilbo's temporary delight, but Thorin had ignored her request entirely, giving Bilbo a gentle but sturdy shove on the shoulder to get him started climbing up the narrow sort of path that had formed between two stones.

In less than two minutes, they heard Bilbo's footsteps patting the ground as he descended, half falling, and half running. Thorin and Dwalin rushed to meet him. "How close is the pack?" Thorin asked, not wasting a moment.

"Too close," Bilbo panted. "A couple of leagues. No more. But that's not the worst of it."

"The wargs picked up our scent?" Dwalin guessed grimly.

"No, not yet," Bilbo huffed as he picked the rest of the way down into the center of the company. "But they will. We have another problem."

Well, what in Mahal's name could be worse than that?

"Did they see you?" Gandalf asked cautiously. "They saw you!"

"No, that's not it."

"What did I tell you? Quiet as a mouse!" Gandalf was nearly beaming. " _Excellent_ Burglar material."

"Would you listen?" Bilbo said low as chatter broke out, Bilbo's urgency largely ignored. They were proud of their hobbit. "Will you just _listen?"_ Bilbo said sharply, silence falling as he snatched their attention. "I'm trying to tell you there's something else out there."

Of course. Another enemy. That's precisely what they needed. By the end of the quest, Kili would know someone who would like him dead in every trail, forest or lane of middle earth.

"What…form did it take?" Gandalf asked slowly. "Like a bear?"

Kili's eyes caught Gwen's. She wasn't looking at him, her eyes flickering between Gandalf and Bilbo as she visibly blanched.

"Y—" Bilbo began haltingly. "…Yes. But bigger. Much, much bigger."

That didn't bode well at all if the look of increasing dread on Gwen's face was anything to say about it.

"Do you know this beast?" Bofur asked Gandalf.

Gandalf didn't respond, only turning, and Kili pushed past a few dwarves to get to Gwen's side, whispering, "Do you?

Gwen shook her head. "Heard of him," she replied, low enough that he was the only listener.

"I say we double back," Bofur suggested frantically as a howl rang through the dawn air.

"We'll be run down by a pack of orcs, Thorin growled.

"There is a house," Gandalf announced, breaking up their nerved mumbling as he turned, wisdom and exhaustion bright in his eyes. "It's not far from here; where we _might_ take refuge."

"I don't like that," Gwen said, still nearly silently. Kili was lucky he hadn't spent too much time in the forges or else he'd never get to hear her.

"Better than any plan we've got," Kili murmured back, as Thorin asked who's house that was.

"It's daft," she bit out, her nerves making her terse.

"Neither," Gandalf said to the question of whether the host was friend or foe. "He will help us, or he will kill us."

Kili sucked on his teeth. Those odds weren't looking good.

"What choice do we have?" Thorin asked, voicing Kili's thoughts.

Just then, a terrible, ear-splitting roar rang up from nearby. They froze as Gandalf stopped to answer Thorin's question. "None."

Gwen shook her head but didn't protest.

* * *

They ran until the sun had risen, and then beyond that. They were able to take a few breaks to catch their breaths and furiously drink from their water skins, but after no longer than ten or fifteen minutes, they would hear a roar or howling or pounding footsteps, and Gandalf would rouse them to their feet and get them sprinting again.

Thorin and Gwen were holding up fairly well, to Kili's surprise. He noticed Thorin clutching at his sides more than he usually would, and Gwen was clearly favoring her healing ankle, but they both kept up with the others.

They had to have gone at least ten miles by midday, and another five when the afternoon hit, and Kili wasn't sure that they'd ever make it to the safety Gandalf had spoken of. Still, fear kept him light on his feet. They scrambled over wide grassy hills and plains, sloshed through rivers, and crashed through forests, and Kili wasn't sure he had ever sweated this much before.

He was _miserable._

Then again, they all were.

"We're almost there!" Gandalf's tone was relieved, but Kili hardly believed him. The wizard had been saying this for the past two hours. Kili would never say it out loud, but he was almost positive that they were lost.

Still, they had little choice but to press on, as they burst out from a cluster of trees, onto a grassy plain. They could hear the growls of a massive beast on their heels, closer than he had ever been before.

"To the house!" Gandalf shouted.

Kili looked up to see that in the center of the plane, a high, sturdy wooden fence was nestled into the ground, its gates wide open. Safety.

They fell into a line, sprinting faster than they ever had before down the lightly worn trail towards the doors. They spilled through the gate and had little time to take in their surrounding before they crashed face-first into something. The others crowded around him, just as confused as he was. He looked about frantically as another roar sounded, closer yet, accompanied by terrible, pounding footsteps.

The enemy was almost upon them.

They were all smashed up against a heavy wooden door, the large iron latch just above their heads. Kili ached desperately for it as more of his companions smashed into his back, almost knocking him off balance. "Open the gate!" Gandalf ordered.

Before Kili could reach the latch, an arm extended over his head—Gwen's arm—and shoved the latch open. They poured in, and Kili almost stumbled but managed to keep his balance on the dusty floor, turning to shove others in through the door.

He could see the enemy, a massive, pulsing bundle of muscle and dark fur, charging towards him faster than anything he'd seen. They needed to shut the door. _Now._

"Move!" He shouted over his shoulder, as he saw Dwalin and Thorin trying to bring the door around to close.

Finally, the dwarves cleared out of the way, but it was too late. The beast smashed against the doors, its snarling teeth snapping closed only inches away from Kili's nose, showering him in a fine mist of spittle. Its roar was painfully loud, but Kili got ahold of the other door as they all scrambled to get it closed and force the creature out. "Come _on!"_ Thorin spat, throwing his body against the wood.

With one final heave, the door smashed shut, that terrible, stinking maw disappearing with it. The slid the bolt in place, and Kili let himself breathe again.

They were all inside. All safe.

"What is that?" Ori asked, horrified.

"That," Gandalf said, sounding almost reluctant to answer, "Is our host." This certainly drew all of their attention. "His name is Beorn," Gandalf admitted as they all turned to look at him. "He's a skin-changer."

A what?

"Sometimes, he's a huge black bear," Gandalf explained as he turned, walking out of what appeared to be the massive entryway, into the rest of the room. To Kili's surprise, they weren't the only creatures there. A few long-horned cows munched on hay, looking up at them ruefully as they cautiously followed after Gandalf. "Sometimes he's a great strong man. The black bear is unpredictable. The man can be reasoned with."

Kili couldn't help but be amazed. They were inside a giant wood cabin. A few massive stone steps lead up to a dining room, three times the size anything he'd seen. The tables were easily twice his height, and the benches were as tall as Gwen's shoulders. The beams were made of a rich, light wood, carved richly in swirling images and stories.

"However, he is not over-fond of dwarves," Gandalf added with a grimace.

The tables were topped with great jars, fruits and breads scattered about, and despite his heart having barely slowed from their frantic flight, Kili found his mouth watering.

"He's leaving," Ori announced, as an irritated growl came through the door.

"Come away from there," Dori fussed, pulling his brother away. "It's not natural. None of it. It's obvious he's under some _dark spell."_

"Don't be a fool," Gandalf said sharply. "He's under no enchantment but his own. Right, now," Gandalf said louder, being sure all of them heard. "Get some sleep. All of you."

* * *

Since it was already nearing sunset when they reached Beorn's home, they settled down easily, exhausted from their day's run. Gwen had no further information to offer on their gracious host, as she had only ever heard rumors of his ferocity. Kili could tell that she disliked being there, but hadn't gotten much of a chance to prod her about it. She'd been taken up talking to Gandalf for more than an hour.

Meanwhile, they had scrounged up whatever food they dared. Since they had no chance to hunt, they had nothing to eat and were ravenous from the day, but they dared not take more than a few stale loaves they found on the back of a shelf.

Bombur argued that if their host was trying to kill them already, they should just take their fill of the fine bounties of honey, cream, and mead that filled the kitchen, but Thorin wouldn't allow it.

Though still hungry, they had no struggle settling down for sleep, eager to rest their aching legs. Kili would have happily rested, but as they were staking out their spots to sleep in amongst the straw, Gwen disappeared after a while of speaking with Ori. Kili spoke with the dwarf briefly, if only to find out where the girl had gone.

Kili found the ladder easily, and after telling Fili where he was going, crawled up it, through a narrow hatch, onto the live sod roof. "For someone who doesn't like stars, you look at them an awful lot."

Gwen looked up suddenly at the sound of his voice but relaxed back after a moment. She was lounging just a few feet shy of the apex of the building, leaning against one of the chimneys. "How'd you find me?"

"Guess I just know you too well," Kili said with a smile, crawling up towards her.

She shifted to allow him room to sit beside her but raised a brow.

"Or I asked Ori," Kili added, smirking.

She let out a laugh that was little more than a breath.

"You know," he began, settling in next to her. "I've known Ori for more than seventy years, and I've never talked to him for more than twenty minutes. And that was about _knitting."_

"Master Dwarf, he's happy to speak to you if you're actually listening," she explained drily.

"Perhaps, but you don't strike me as the knitting type." She shrugged, acknowledging this as true. "So what is it that's got you talking for so long?"

"I'm teaching him Rhunish."

"Really?" Kili asked, honestly surprised.

"Aye. He's got quite the mind for language and writing. Dori's tried to scare me off, but I think Ori's genuinely curious about it all."

"Why haven't you taught me any Rhunish?" Kili asked defensively.

"You haven't asked," she explained. "Besides, I only teach those of a certain _mental caliber."_

Kili scoffed. "Mental caliber? My ma's always said I'm mental."

Gwen snorted, unable to hide her smile. "You're daft."

"Not so daft though," Kili said, sitting up a little straighter.

Gwen nodded, her eyes falling closed as she leaned her head back. The stars were half veiled in clouds, and the moon was no more than a sliver, but there was enough light for him to see her face.

She seemed to be sucking in every bit of the night that she could. It was a pretty night, anyway. The warm wind brushed steadily over them, tugging bits of her hair free to dance over her cheeks, the smell of rain distant but sure. The last gorgeous throes of summer before the fall.

His mouth ran dry as he looked back up at her, close enough to see the space between each of her dark lashes against the paleness of her face. She was so…

He cleared his throat, and she cracked an eye open at him. He merely looked at her expectantly. "Aren't you going to teach me?"

She sighed, but sat up, opening her eyes and facing him. "I don't have anything to write on."

"Then don't teach me characters, teach me words."

"What words?" Gwen asked, resisting the urge to roll her eyes. She was acting like Kili was a bother, but he knew it wasn't really true.

She liked him. He was certain of it.

"Start with 'Hello,'" he suggested.

"Fine," Gwen said, sighing even deeper than before as she faced him fully. "Repeat after me. _Ashdau-vra."_

" _Ashdau-vra,"_ Kili said back slowly, rolling the word around on his tongue. It was quick and light, sounding somewhere between Khuzdul and common. "And that means hello?"

"Mostly," Gwen said with a shrug. "It's a greeting. It's a shortening of a phrase that translates directly into 'someday, I shall kill you'."

Well. That wasn't entirely what he was expecting. "And that's…what you say to each other every morning?"

"No," she corrected. "That's what you say at first. The correct reply is _Nar-Udat."_

"And that means?"

"Not today," she replied with a smirk.

Kili shook his head. "You shouldn't try and trick me, love. I'm not that much of a fool."

Her eyes widened fractionally. "I'm not lying! I don't lie. That's our greeting!"

His eyes narrowed in suspicion. "I don't believe you."

"Well you bloody should," she huffed. "It sounds terrible, but it's just become a colloquialism. Only used between friends."

"Bloody violent colloquialism," he observed, starting to believe her.

"We got it from the ones down south," she explained. "It's just become part of our speech now."

"By 'ones down south' do you mean orcs?"

She nodded. "All of our languages came from the same root. They've since divided and become fairly different, but if you know Rhunish you can get by just fine in Black Speech."

Kili gasped in exaggerated horror. "You're teaching our sweet Ori Black Speech?"

She gave him a dry look. "Don't tell Dori."

"Did you ever meet any orcs?" Kili asked, leaning in, his curiosity getting the better of him.

"Oh, aye, of course. You can hardly avoid it."

"Didn't they attack you?" he pressed.

She snorted. "No, not often. They're no fun at all to handle, they either chase you out of house and home or drink and eat you out of it, but they often travel through Rhunish villages. They wouldn't risk being too aggressive, because they know we're used to killing them en masse. They keep to themselves usually, so long as we do too. They're a bother, but nothing compared to when the Haradrim drift north."

He'd never thought of this, and couldn't help but be a little bit amazed. "That's incredible. You've seen the enemy face to face."

"You know, Master Dwarf, some might consider my people and myself the enemy as well."

Kili waved that off. "Nonsense. You're just people. And you're just a person."

"We do terrible things, Kili." Her gaze had turned serious, but Kili wasn't having any of that.

"We all do. And so long as you're not fighting in the enemy's army, I'd say you're no worse than me or Thorin."

She let out a soft, humorless laugh. "Some standards you've got there."

"They're a bit wishy-washy," Kili admitted, with a shrug. "But this world is curious. You never quite know what's true."

She didn't respond, just nodded slightly as she leaned her head back, taking in a deep breath of the cool night air. Kili found himself watching her again. She didn't look any different than usual. Same clothes as always, same freckles, same eyes, same scarf-wrapped loosely about her head, but not loose enough that it would ever slip away to expose her ears.

Her damn ears.

He wanted little more than to reach up and yank it out of the way, even just to dispel that awful twisting feeling in his gut whenever he thought about whom or what she really could be.

But…could he handle what the truth might be? Did he want to know the truth if it didn't end up being the truth he needed to hear? Thorin and Balin and his mother had always told him that the truth was important, but he just didn't know if that was true enough.

The breeze made him stop, close his eyes and take a breath. The air was clear and sweet, sweet with flowers, night time, and that warm thing that Gwen smelled of. His mind was beginning to still when Gwen's voice broke through the softly moving air. "Kili, what's wrong?"

His eyes slid open to see that she was looking at him, something in her eyes that he had never quite seen before. In their darkness, there was something hard and tangible, and odd. His mind danced between the easy lie and the devastating truth, and he settled in between, wetting his lips as his mouth ran dry. "Gwen, I know you're hiding something."

Everything dropped out of her eyes but fear and his stomach twisted awfully as she nearly leapt into movement. "No." She stopped, freezing at his grip on her elbow. "Please," he almost begged. Anything to get rid of that look in her eyes. "Please, love, don't be scared. Don't run."

She was cautious and careful, but sat back, hugging her knees to her chest as her eyes flickered over his face. "Kili—"

"Let me speak," he said gently, though firmly. She obeyed and he let himself squeeze her elbow a moment longer before his hand fell back to his side. It missed her warmth. "You're…" The words weren't coming to him, sucked down into the whirlwind of thoughts behind her soft brown eyes. He managed a smile. After all this build-up, he didn't even know what he was trying to say. "You don't have to say anything. Not about…about what it is. To be honest, I don't know if I really want to know. But I…But I do want you to tell me what it is."

In the moment of silence, Gwen's mouth open and closed a few times before she could get words out. Her voice was smaller than Kili had ever heard it. Hurt. "Why…why are you saying this?"

"Don't…" Kili swallowed back the tightness in his throat. "Please don't look at me like that, Gwen. You're breaking my heart."

Her eyes slid to the ground as she hugged her knees tighter.

"I'm not going to force you," Kili continued, drinking in a deep breath. "I never would. I just…I want you to know that you can trust me. Because you can. Whatever…whatever you have happening, I can help you."

Fear. There was dead fear in her eyes as they flickered to find somewhere to look. "Kili, you can't—"

"You know, when first I met you, I couldn't imagine you being afraid of a thing." He felt a bit bad about interrupting her, but he had something he needed to say. She started shaking her head, but he pressed on, deciding that it wasn't the time for her to protest. "You were hauling Bilbo, shouting about wolves, and then scolding us, and holding your own against a dozen angry dwarves, and you were blazing and strange and you seemed invincible."

"I'm not." Even in the poor lighting, he could see that her eyes were misty. He had never heard her more defeated, and he knew deep in his gut that she thought she was telling the truth. "I'm so scared, Kili."

"I know." Mahal. He knew. "But you shouldn't be. You don't have to be."

It seemed all of her snarky responses had run dry as she looked up at him through her lashes, and just shook her head. She looked exhausted from the inside out.

"Look at me."

She blinked, unmoving. "I am."

Kili shook his head. "Come on, love." Slowly, she lifted her head to look him properly in the eye. "I don't have the answers," he admitted. "I can't save you. I don't…I'm scared too." That was the first time Kili was hearing that, and he realized it was probably truer than he would admit to himself. "But I think we can figure it out together. I'll help you, and you help me, aye?"

She didn't respond. Or couldn't.

Kili sniffed back that stuffy, hot feeling in his throat and eyes and offered a hand out. "Two brains are better than one."

She lowered her legs away from her chest, and took his hand, giving it a firm shake. "Unless that brain's yours, Master Dwarf."

Her smile was shaky, and her joke dull, but Kili couldn't help but grin. There she was. "You agreed to it anyway."

She rolled her eyes.

"It's terribly late," Kili observed. "And I think we'll have a busy day tomorrow. Let's say we go join the others in resting."

She started to shake her head, but Kili didn't let her. "I'm afraid I'm going to have to insist." His tone was light, but he was serious, and Gwen knew it.

While he did trust her well enough, he was worried that she wouldn't get a wink of sleep, or even worse, might try and slip away during the night. He wouldn't be letting either of those happen.

She seemed to sense his resolve and started getting up. "Aye. It is late. Fili will be missing your embrace."

Kili snorted as he hauled himself up onto his hands and knees to follow her towards the hatch.

* * *

The water was moving too fast.

It choked and swirled and grabbed around him, and he couldn't even stand without it ripping his legs out from under him. It filled his nose and his mouth, icy cold, and drowning. He couldn't see, couldn't tell up from down, could only thrash. He wondered if there even was air, or if he'd be left in this twisting, tumbling, drowning hell.

It felt like an eternity was passing, but it could have been minutes. He lost all concept of time in the murkiness of the waters, but at last, he was free. Scrambling and choking, he tore his head out of the water, sitting up to realize that he was on the riverbank. The sun was too burning hot, searing his chilled skin, the water burned his eyes and it was all he could do to suck in coughing lungfuls of the sick, cloying air. "Kili!"

The scream had him raising his head.

" _Kili!"_

The shrieks came from the whirlpool's twisting waters. She was there, her hair matted and tangled with water, flailing, choking. Her lips were blue with lack of air. He reached for her, but she was too far.

"Kili, help!"

Her head kept dipping under, for longer and longer each time, her hands flashing out of the water, but never close enough for him to grab.

"I'm trying! I need you to reach out!"

"Please help!"

He thought that perhaps, she couldn't see him there, but on closer inspection, every time her head burst through the water, her eyes burned into him, desperately seeking help. "Help me!"

"I can't! I need you to reach out!"

She kept screaming for help and he kept begging for her to stretch a hand out towards him. She could. But she wasn't. The flashes where she resurfaced became less frequent, as the look in her eyes turned from pleading to hateful.

"You said you would help," she said softly before she disappeared under one last time. Gone. Gone. Gone.

He screamed, but jerked, letting out a startled sound as he woke.

Gwen was awake in an instant, her eyes blinking wide as she sat up on her elbow, looking at him warily. "Dream?"

Instead of answering, he found himself half upright, grabbing at her hand with a passion that surprised even him. When it was in his grasp, he let out a long sigh, holding it firmly against his chest. He wasn't letting go.

"Kili?" He glanced up at her. Her eyes were soft, searching, curious, though she didn't pull her hand back.

"Can I keep this?" he asked, indicating her hand with a nod of his head.

She smiled slightly in confusion, her brow furrowing, but she settled back down onto the hay, shrugging.

"Thank you," Kili breathed, bringing her fingers up to his mouth to kiss, before letting it fall away between them, so that he could sleep comfortably, both of his hands enveloping it entirely. He wasn't planning on letting go.

* * *

They all slept fitfully, deep into the midmorning. They awoke hungry, and likely all smelling of the goats that had wandered in, but they were well rested at the very least. Food, though much desired, was deemed having to wait.

Gandalf had decided it was time to meet Beorn face to face.

They had discovered the man inside the outer gates, chopping wood in the yard. Though Kili had only seen glimpses through cracks in the door, he didn't like what he saw. The man was massive, towering at least three times Kili's height. He wielded the massive axe as if it was nothing, chopping wood for an hour, and not tiring or pausing even for a moment. If he chose to turn on them, things would go very badly very quickly.

To Kili's dismay, Gandalf had cracked the back door open and was preparing them to go out and meet the man-beast. Nori had just mentioned a plan to sneak out without Beorn's noticing, when Dwalin stepped up, puffing out his chest. "I'm not running from anyone, beast or no."

While the noble side of Kili agreed with this, the side of him that just wanted to get out with the least possible trouble was certainly siding with Nori.

"There's no point in arguing," Gandalf admonished, quelling the fight that threatened to break out. "We cannot pass through the wilderland without Beorn's _help._ We'll be hunted down before we even get to the forest. Bilbo," Gandalf called as his eyes skirted about them until he found the hobbit. "There you are. Now, this is going to require some delicate handling. We must tread very carefully," he explained as he pushed his way towards the door. The last person to have startled him was torn to shreds."

Kili frowned. Well, that was bloody encouraging. His eyes flickered over to Thorin's, who seemed to be feeling a similar moment of apprehension.

"Bilbo, you come with me."

Stuttering, Bilbo stepped up from between Kili and Thorin. "Is…is this a good idea?"

Gandalf waved off his nerves with a dismissive hand. "Yes, now the rest of you, you just wait here and _don't_ come out until I give the signal."

"Right," Bofur said. He had climbed up into the hayloft a few minutes before, looking out the small glass window at their host. "Wait for the signal."

"No sudden moves or loud noises," Gandalf continued. "And don't overcrowd him! Only come out in pairs."

He started to turn away, but Gwen's voice called out, low but sharp, turning him back around. "What about me?"

Gandalf turned, a silent sigh slumping his shoulders as he looked back at her, something sinking in his eyes. Odd. "You'll come with us, dear girl."

She didn't question it, stepping away from Ori's side to go to Gandalf.

Kili frowned. Why was she to go with them? Wouldn't it be better if she came in pairs, like the rest of them?

Gandalf almost left again, but turned back, his gaze finding Bombur. "No, actually Bombur, you count as two, so you should come alone."

Now that was a perfectly reasonable assertion.

"Remember," Gandalf warned. "Wait for the signal!"

With that, Gandalf was ushering Bilbo out the door, Gwen following closely behind.

"What signal would that be?" Bofur called down, just as Gandalf stepped out of earshot.

Damn. That would have been good to know.

Kili realized all of the sudden that Gwen was gone. She had left with Gandalf and Bilbo, and now she was at the mercy of Beorn.

Oh, he did not like that one bit.

He shoved his way up, not daring to poke his head out, but needing to at least hear what was happening in case something went wrong. Beorn was still at work, and the thud of steel on cracking wood made Kili jump every time. He said a silent prayer to Mahal that that day wouldn't end in a fight.

"Good morning!" Gandalf called out loud.

Beorn's axe still swung, and he did not respond.

"Good morning," Gandalf said again, more pointedly, and with a rasp, the great axe fell silent.

Kili couldn't make out words, but he heard a deep growl, which he could only assume to be Beorn's voice.

"I am Gandalf. Gandalf the Grey."

"Never heard of him," Beorn said, the low, animalistic timbre of his voice almost impossible to hear.

Gandalf paused but found words eventually. "I'm a wizard. Perhaps you've heard of my colleague—"

"Who is she?"

Gwen spoke then. "Gwen," she introduced. "Of Rhun."

"You stink of sand and wood-rot," Beorn snarled.

"Guilty as charged," she replied stiffly.

"What do you want?" Beorn asked.

"Well," Gandalf stepped in. "Simply to thank you for your hospitality. You may have noticed that we took refuge in your uh—lodgings here last night."

"Who is this little fellow?" Beorn asked suddenly, and Kili cringed at the sound of his axe shifting on the ground.

"Ah well, this would be Master Baggins, from the Shire," Gandalf said graciously.

The axe clinked dangerously as Beorn's tone took on a wary edge. "He's not a dwarf, is he?"

Oh. Well. That didn't bode entirely well for them.

"Why no," Gandalf assured him as if it was mad to even propose that a dwarf would be in their company. Kili decided that this might be where they die. Torn to shreds by a giant axe-wielding bear. He wondered how the stories would recount it…

"He's a hobbit! A good family and _an unimpeachable_ reputation."

At least Bilbo would appreciate that compliment.

"A halfling, a girl, and a wizard. How come you here?"

"Well, the fact is, we've had a bad time of it," Gandalf said. "From goblins in the mountains."

"What did you go near goblins for?" Beorn asked, almost mockingly. "Stupid thing to do."

Well, it hadn't been on _purpose._

"You are absolutely right—"

"There it is!" Bofur called down nervously. "Go! Go!"

Really? Gandalf had signaled?

Whether it was really the signal or not, Dwalin and Balin were at the door.

Beorn growled and Kili turned back to Fili, who was right over her shoulder. "We don't even know what the bloody signal is!"

"So it could be anything," Fili sighed, tugging nervously at his mustache. "This isn't good."

"Thorin!"

The dwarf had barely made it to them when Bofur was calling out, "Go!" again. Before Kili could stop them, Oin and Gloin were out the door. Brilliant. "What happened?" Thorin asked.

"I don't think Gandalf's given the signal," Kili said.

Thorin raised a brow. "Then why are we going out?"

"We don't know what the signal is," Fili hissed.

Beorn spat something about a circus and out went Ori and Dori.

Thorin shrugged, sighing. "It's too late now, lads."

Kili opened his mouth to protest, but Bofur was calling for the next group, and Thorin gave them a sharp "Go."

And so they did. The sun was almost too bright, but the air was sweet and clear, like flowers. Beorn was more fearsome than Kili would admit. His body was broad and massive, worked with scars, his face strange and almost animal like itself. He wasn't human, that was for sure. Nor was he quite like any beast Kili had seen before.

A ruckus rose from inside, and all of the remaining dwarves save Thorin tumbled out, almost knocking Kili off his feet.

Based off of Beorn's growl, this wasn't very good. He held his axe, but still, Gandalf droned out their names, utterly defeated in his efforts for a careful introduction.

"Is that it?" Beorn asked. "Are there any more?"

Thorin stepped out, and after a short pause, Beorn set down his axe with a growl. He still seemed on edge, but perhaps less angry than before. "Follow me."

* * *

Breakfast was a more than welcome affair. Kili was somewhat surprised that Beorn was willing to have them sit at his table and serve them food, but he wouldn't dare peep out a complaint. The others seemed to be on the same page.

All of them but Balin, Gandalf and Thorin, did their best to scramble up onto the benches set around the tall wooden table. It was a tight fit for all of them, but they managed to get up, Gwen's height allowing her to help many of them sit.

They had finally all sat down, Gwen wedged between Fili and Kili when Beorn brought out the food. Kili couldn't help his mouth watering. There were great plates of colorful cheeses, saucers of butter, bowls of golden honey, platters of sweet fruit, troughs of toasted grain and nuts and loaves upon loaves of bread, some crusty and grainy, others soft and white. Compared to their recent fare of meat and the occasional scavenged plant, this was more than welcome.

They didn't dare waste time, filling their plates, chattering happily as Beorn filled massive cups with what looked to be cream. While still slightly wary of him, Kili had decided that Beorn was quite alright.

"So you are the one they call Oakenshield," Beorn prompted as he passed Thorin, filling Fili's mug. "Tell me, why is Azog the Defiler hunting you?"

Kili didn't say a word, but perked his ears, eagerly listening in to the conversation—Sweet Mahal, that cheese was good. He would probably feel sick in a few minutes but he bloody missed good food.

"You know of Azog," Thorin said. "How?"

"My people were the first to live in the mountains before the orcs came down from the North," he explained. "The Defiler killed most of my family." Kili's attention was rapt upon Beorn. The slow, gravelly pace of his voice seemed to draw him in. The man—beast?—was fascinating. And this bread was absolutely _lovely._ He really shouldn't be thinking about things like this during Beorn's truly terrible tale, but he was _so_ hungry. "But some, he enslaved." Beorn raised his left hand, which still bore am an iron shackle. Smoothed and worn with time, but heavy and cold. Kili sobered slightly. "Not for work, you understand. But for sport. Caging skin changers and torturing them seemed to amuse him."

Bilbo was the first that dared to speak. "There are others like you?"

"Once there were many," Beorn replied simply.

"And now?"

"Now there is only one."

Kili frowned, taking a deep drink of milk.

"You need to reach the mountain before the last days of autumn," Beorn said, sitting down in a giant, hewn wooden chair.

"Before Durin's day falls, yes," Gandalf agreed.

"You are running out of time," Beorn observed.

"Which is why we must go through Mirkwood."

Kili glanced at Gwen, who had paused, midway through chewing. Her eyes seemed unfocused all of the sudden, and Kili set a gentle hand on her lower back, as a silent question of her wellbeing. She blinked, and in a moment, whatever had come over her was gone and she was giving him a quizzical look as she swallowed.

Kili didn't let the questions he had show on his face, moving his hand away to continue eating, but he made a careful mental note of what had just happened.

"A darkness lies upon that forest," Beorn said. "Fell things creep beneath those trees. There is an alliance between the orcs of Moria and the Necromancer at Dol Guldur. I would not venture there except in great need."

Through Mirkwood? Kili hadn't imagined Thorin would ever allow this. Kili glanced over his shoulder, but Thorin's face was virtually unreadable.

"We will take the elven road," Gandalf said. "Their path is still safe."

"Safe?" Beorn repeated. "The wood elves of Mirkwood are not like their kin. They are less wise and _more_ dangerous."

Kili would be lying if he said his eyes didn't momentarily slide over to Gwen to catch her reaction to this. To a certain degree, it felt like he was betraying her trust. Her eyes were true, fixed to Beorn, their shadows impenetrable.

"But it matters not," Beorn sighed.

"What do you mean?" Thorin asked, turning to face Beorn.

"These lands are crawling with Orcs. Their numbers are growing," Beorn said grimly. "And you are on foot. You will never reach the forest alive." Beorn suddenly stood, his full height looming over them. Kili shifted nervously. The strange man had been acting friendly, but he had tried to kill them only the previous day. And Kili wouldn't be entirely surprised if he did it again.

"I don't like dwarves," Beorn said, his pace and tone even, but something dangerous flickering over his mostly placid face. "They're greedy and blind. Blind to the lives of those they deem lesser than their own." Beorn stooped slightly, scooping a tiny white mouse from the table. It chirped as he lifted it into the air, its fragile body engulfed in his scarred, calloused hand. He studied the tiny creature as he cleared the distance between him and Thorin in two long strides. Kili held his breath as the man stood directly over him, his gaze the color of honey but almost painfully piercing, even when not directed on Kili.

"But orcs, I hate more."

Kili let his breath out.

"What do you need?"

* * *

 ** _Hello, all! This is a couple hours later than usual, but do forgive me. I just got back to school and got thrown right into being the assistant stage manager for a production, so life has gotten a little crazy. Hopefully, update schedules will not be disrupted, but I'll let you know if I'm going to skip an update or something to catch up. Your reviews really help me have the energy to keep this up, and I read and love every one of them, so please, please review if you have the time. Thank you for reading and reviewing, and I'll catch y'all with one of my favorite chapters next Wednesday!_**


	9. Chapter 9

**CHAPTER NINE**

" _It's strange what desire can make foolish people do."_

 _-Theory of a Deadman: "Wicked Game"_

They had all eaten themselves sick quite happily once Thorin announced that they would be leaving the next morning, and not that evening. They would need all the hours of daylight they could get, even on the horses Beorn promised them. He was going to fully stock them for the journey ahead, with enough blankets, food, water, and steeds to get them to the forest alive.

Until then, though, they could simply feast.

Their eating had slowed significantly after their breakfast, their stomachs growing sore with the sudden introduction of rich food, but Kili hadn't felt so satisfied in days. Bilbo was practically in heaven, slowly tasting his way around the room, in a food-rendered daze. They were allowed to go outside, so long as they didn't go outside of the gates, but this left them with plenty to explore. Pens for goats and rams, wandering cows and horses, bees the size of Kili's palm bumbling about their hives.

It was all so serene, and the sun was golden warm and _perfect_ for a mid-morning nap. He had just woken from such a nap when he stumbled back into the house, rubbing the sleep out of his eyes. He'd left Fili behind, in the grass, still dozing, but all the others were outside, chatting, resting, and otherwise occupying themselves, so he was plenty safe.

The house was empty, save behind a heavy wooden door, where Kili could hear voices. Beorn was long gone and the only two of the company he hadn't seen outside were Gandalf and Gwen, so by process of elimination, it had to be them.

Without even realizing he was doing it, Kili crept up to the door, careful not to make a sound. He settled his ear against one of the wider cracks in the door, and let himself listen in.

"Have you talked to Thorin about this, Gandalf?"

Oh no. She didn't sound happy. Gandalf's reply was tense. "I don't need to. He will accept my choice."

"Your choice?" Gwen repeated, aghast. "So it's _your_ choice now?"

"There isn't any other choice!" Gandalf boomed. He paused briefly, sighing as he lowered his tone back to a speaking volume. "My girl, I would have it another way if it could be another way."

"It _could_ be another way though," Gwen hissed. "It _has_ to be."

"What is it that you're so terrified of?"

"You know very well what it is I'm running from, Master Gandalf," she bit out.

There was a long pause before Gandalf's reply came, thoughtful. "But I have yet to learn what it is you're running _to."_

For once, Gwen didn't have an answer. When she finally spoke, it was cold. "Perhaps there are some things that even Wizards need not be made privy to."

Kili blinked. What in Mahal's lovely name was _happening?_

Gandalf let out a hearty chuckle, though it lacked some of its' usual lightheartedness. "Perhaps, my dear girl. But some matters press more closely than your personal affairs."

"You say that without knowing what my personal affairs are, Master Gandalf."

"I say that knowing what the pressing matters are, though."

Gwen hesitated. "I do not know what you're talking about."

"You would not leave them without saying goodbye, at least," Gandalf offered, his voice gentle, but prodding.

Kili's heart dropped to his toes. Leave? He was twitching to move, to do something for the situation, but he was forced to merely listen.

"I cannot say goodbye," Gwen admitted, almost too quietly for him to hear.

"And you will not. Our dwarves need a guide."

"And for that, they have you," she said.

Gandalf sighed deeply. "I fear that may not be true. The time may be coming for my path to part from theirs once again."

"What?" Gwen asked suddenly, any surrender or sorrow in her tone gone in a flash. "You can't leave."

"That is not your decision to make," Gandalf rumbled, low and almost mournful. "Nor is it mine, I'm afraid."

"I…I don't understand."

Kili could only agree with that sentiment.

"You will in time, my dear."

"Don't you 'my dear' me, you bloody bastard," Gwen snapped back, her anger raring back to life. "We cannot traverse the forest without you! All this talk of my responsibility, and yet you abandon yours on the drop of a hat!"

"Do not think me a mere peddler of cheap tricks," Gandalf began, his voice akin to thunder, beginning to rumble on the horizon, low but threatening of something far, far greater. "There are powers at work that are far beyond what you can comprehend."

"Please," Gwen said, her anger changing to desperation quicker than the wind. "Please, Gandalf. They need you. We need you."

"They need _you_ ," Gandalf corrected gently.

"You shut up," Gwen retorted. "I don't know the way."

"You do."

She did?

"I don't know," Gwen said softly, and Kili had a feeling she was talking about much more than just the way through the forest.

Silence fell for a few too many agonizing heartbeats before it was broken by Gandalf. "How long has it been since you were home?"

"One hundred and seventy-one."

One hundred and seventy-one what? Days? Weeks? He could have sworn she had been in the west for longer than that. Or was it months?

"And yet you still know the way."

"I could not forget it." There was an edge of bitterness on her words that Kili had never heard before. "Even when I try."

"And so you will lead them."

"Gandalf—"

"And if you will not, I only ask that you tell them."

"Why?" She asked very simply.

"Because they deserve it."

Letting out a growl of frustration, Gwen's footsteps stomped towards the door. Kili barely had time to step back before it swung open hard. Gwen was a gust of scarlet fabric as she passed, not noticing Kili, and he held his breath, not daring to move a muscle until the door had swung shut.

Gwen was moving with a purpose though. And if she was trying to leave without saying goodbye…

He was running after her without another moment's thought. "Gwen!"

By the time he reached the courtyard, she was already leaving it, the door slamming shut behind her as she left the safety of the gate. Ignoring the curious gazes of a few dwarves, Kili chased after her, yanking the gate open. The plain was wide open, swift wind spilling out over it, but Gwen was easy to spot, only a few yards ahead. "Stop!"

"How much did you hear?" she spat out, whirling to face him.

Kili's eyes widened. "You—"

"You really should stop eaves-dropping, Master Dwarf. Some might consider it a _betrayal of trust."_ Her words dripped with venom, but she turned back away from him to look out at the thick grass rolling away from them for miles.

Kili swallowed. She knew. She had sharp ears.

Ha. Sharp ears.

He didn't find that little joke very amusing, on second thought. "Mahal, Gwen…I didn't mean to."

She didn't respond to that weak excuse, repeating her question. "How much did you hear?"

The fire had faded from her, but the question remained insistent.

"Some," was all he could really say.

She let out a bitter, sharp laugh. "I could do it, you know."

He raised a brow.

"Run away," she explained, staring out at the fields. "You couldn't catch me. I could just start running."

"That's true," Kili got out, despite the fact that his heart was trying terrible knots in his gut.

She turned to him, looking surprised, and maybe a little hurt. "What?"

"Of course you could," Kili explained, shrugging. "If you ran, I couldn't stop you. You could leave. But please don't." Her eyes cast down from his, and he tried to find the right words to say what he wanted to. "I…I can't tell you to stay with me—with us. I could never tell you to do it. I couldn't make you. But Mahal only knows, I can beg."

She looked at him after she took his words in, the bright sunlight keeping her unreadable. "There's more to it than you know, Master Dwarf."

"Then _tell me_ what that is, Gwen. Just…help me understand because it's pretty bloody obvious I don't understand now." She had no response to that. Kili rubbed at the sudden headache between his eyes, feeling even sicker to the stomach than he had before. "I won't make you tell me. I can't. But I can ask you to. And I _am_ asking you to."

"Kili…" She opened her mouth to speak, but no sound came out. Kili gave her a moment, and she finally got out, "I'm sorry."

Kili let out a deep breath, trying to let the tension out of him and take in the serenity of the countryside.

"But not now."

"Why not?" he prompted gently.

"I don't know," she mumbled.

"Why not?" Kili asked again. That had been a terrible answer for her to try and pull on him.

"Because I'm not ready for what might happen."

Kili sighed, looking her over. She was telling the truth as far as he could tell. "You tell me when you're Ready, love."

She nodded.

"Promise?"

"Promise," she said softly.

He let a shaky smile onto his face. It was all alright. She wasn't running off. He was alright. "I'm guessing you want to stay out here?"

She nodded, smiling slightly. "You know me well."

"I like to think I do," he laughed, drawing a slight chuckle from her. He stepped forward to hold her arm gently, giving it a squeeze. "Now you won't go running away without me this time, aye?"

She nodded.

"And you'll stay near the gates and shout if anything happens?"

She rolled her eyes but consented. "Yes, _mother."_

"Promise?" he urged her again.

"Promise," she agreed, her lips quirking back up into that lovely smile.

Kili's grasp slid down to her hand, and he pulled it to his mouth before she could react, giving the back of her fingers a soft kiss. "That's a promise sealed by a kiss. You can't break those."

"Sod off," she huffed, tearing her hand free to shove his shoulder away.

Kili laughed, but could only really do what he was told.

He ignored the curious looks of the other dwarves until he got to Fili. He had woken up and looked up at Kili, concern in his eyes. "What was that?"

Kili shook his head. "It was fine."

Fili inspected his face for half a moment, before holding up a hand. "Give me a lift?"

Kili helped him up, and Fili started walking, wandering closer to the outer wall. Kili followed until he stopped at the base of an ancient tree. Its branches were massive, the bark was worn partially smooth, but it still burst with life, some of its leaves changing from a rich bright green to shades of gold in anticipation of the fall.

"Want to climb?" Fili asked, glancing at Kili over his shoulder, then back up to the tree.

Kili chuckled. "Didn't get enough climbing in after our last venture?"

He suspected that Fili just wanted to get them somewhere where they could talk in private. This had been a common ploy they used as children. They'd sit up in the pines behind the back of their cottage for hours, telling stories, throwing rocks at squirrels, or debating the finer points of life. It seemed things didn't really change, even years later.

"Come on," Fili called down, already halfway up the tree.

Kili couldn't hide his smile as he followed Fili's wandering path up into the tree. They stopped when the branches above were too thin to support their weight, sitting side by side on either side of the trunk, facing out towards the plains, the Misty Mountains cutting out the horizon before them. The sunlight dappled through the leaves, kissing his skin with spots of warmth.

The breeze was constant, but not uncomfortable, bringing the smell of warmth, flowers, and grass. When they were smaller and could get up to the top of trees, they would often find themselves swaying with the breath of the wind, but where they were, they remained still as the breeze rustled around them. Their feet swung freely beneath them, and they trusted their balance, not their hands to keep them perched on the branches as they took in the peace.

It was just like old times.

"What'd you want to talk about?" Kili said when he'd had the chance to breathe properly, the bubbling cauldron of emotions in his mind stilling.

"Thought we could catch up a bit," Fili replied.

"Catch up?" Kili repeated. "Fee, you're with me every hour of my resting and rising and we talk constantly. I think you're fairly caught up."

He reached around the tree to punch Kili in the shoulder. "You know what I mean. The things you don't tell me about."

"Such as?" Kili asked, raising a brow.

Fili motioned towards the field. "For starters, why you were just chasing Gwen out of house and home."

"I wasn't _chasing,"_ Kili sighed. "I was trying to catch her."

"That's different?" he snorted.

"She…" Kili began, not responding to Fili's question. "There's something going on, Fee."

"Well, I can tell that much."

Kili rolled his eyes. "No, it's…She's hiding something."

"Well," Fili scoffed. "I've known that for a while. What is it?"

"Well, if I knew that, it wouldn't be so hidden would it be?"

"It'd still be hidden to me," Fili argued. "I just thought I might ask."

Kili shook his head. "I have ideas, I just…"

"What ideas?" Fili asked, turning to look at Kili.

Faced with his brother's clear blue eyes, Kili found himself struggling with what to answer. He couldn't lie. Not well, anyway. Fili would see through it in an instant. But he couldn't share his thoughts either. "I…"

"Can't tell me?" Fili suggested, smiling ruefully.

Kili could only shrug. Fili sat back with a sigh. "Saying it makes it real?"

Kili blinked. "Aye that's…I'd say that's right about it."

"Is that why you can't say you like her out loud?"

Kili shoved away the possible implication as well as a blush that threatened to flush his cheeks. "I hope we _all_ like her, brother."

Fili turned to give him a dry look. "You bloody well know what I meant."

Kili combed a hand through his hair, not able to stop the heat creeping up his neck. Fili was…Well. He chuckled, but it came out strangled and nervous. "Fili, you're…" The knowing look on Fili's face was too powerful. Kili let out a sigh of defeat. "I think you're right."

"Aye, I know I'm right. I've known I'm right for a while."

His face found his hands as he pressed onto his eyes until he saw stars. Mahal above, this wasn't happening. The sinking feeling in his chest told him that this was, indeed, happening. "I can't believe it."

"She makes you happy," Fili said matter-of-factly. "And I know you make her happy."

"Really?" Kili asked hopefully, lifting his head and blinking away the spots he saw.

Fili laughed. "You look like an excited puppy."

Kili smacked his leg. "Shove off."

"You're even sounding like her," Fili said, falling into more chuckles. Kili threw up his hands in defeat. There was no way for him to win. "Of course you make her happy, Kee."

The sinking feeling turned warm and settled somewhere in him, feeling golden and soft and good. He couldn't help it if that made him smile.

This smile faded as a thought bubbled up in his mind. "Ma would kill me, I think."

"If Thorin didn't first," Fili observed grimly.

His anxiety rushed back, double what it had been before. He groaned, squeezing his eyes shut against the flood of thoughts. "This is bad."

Fili made a sound of agreement. This only made Kili let out a hopeless breath, "Thanks for making me admit all of this when it's impossible."

"Oi," Fili protested. "I never said impossible, I said _bad._ Surely, it's not…ideal. And it's tricky. And it's going to be messy." As despair set further and further in, Kili opened his eyes to see that everything was just as drear as it had been before. Before he could speak, Fili continued. "But she's a stubborn arse and so are you. And I think—know, rather, that if you two set your mind to something, no power on earth would really step in your way. You'd make it work."

"How?"

Fili only shrugged. "I don't know, Kee. I can't say I know." There was a flash of guilt in his eyes, but he shoved it far, far away before Kili could say a word about it. "That's for you to figure out."

His pat on the back brought a sliver of comfort to Kili. He sighed, staring out through the leaves to the glimpses of the world beyond. "Are you sure I like her?"

Fili barked out a laugh at the question. "It's worse than that time with Gelda."

Kili couldn't help but cringe at the memory. Aule, that was a dark time. "Not so obvious as then I hope?"

The noncommitted sound Fili made only had Kili curling further up on himself in embarrassment. Oh, the flowers. Oh, the letter. Oh, the dancing. Oh…oh the _song._ That damned song.

"I would levy that your…" Fili tried to find the right way of phrasing it. "…mating ritual, shall we say, had been refined somewhat since then."

"Somewhat?" Kili was aghast. "You're not making me feel much better."

"It's not my job to make you feel better," Fili snorted. "I'm your brother, not _Gwen."_

There was just enough teasing in his tone to take Kili right back to the Gelda times. Oh, he had been mocked then. And since then.

"I'm going to kill you," Kili informed him, quietly and quite sincerely.

"You're unarmed," Fili said, correctly to Kili's dismay. "I checked before we came up."

Kili growled. "I could kill you with my bare hands, Fee. Don't test me."

"You could," Fili admitted. "But Gwen would be upset, and you wouldn't get your nightly cuddles in, now would you?" Kili was blushing a few shades of red, but still perfectly willing to commit murder, if Fili hadn't dodged away, starting his descent snickering. "You'll have to catch me first."

"Once I get my bow, you should run, brother."

"Understood," Fili chirped, hopping to the ground a moment later.

Kili didn't give chase right away. He probably would later, but he needed a moment to let his thoughts settle out.

He liked her. And she was…well. Perhaps she wasn't quite human. And perhaps she liked him back. She wanted to leave, and he wanted to kiss her. But she may have wanted to kiss him too.

Kili shook his head, taking in a deep soothing breath. He would need a drink if he was to survive the night.

* * *

The day wore by agonizingly slowly. The rest was nice, considering that Kili's legs were still sore from the previous day, but Kili was far from relaxed. Every moment he had, he would start overthinking anything and everything. The things Gwen said, the looks Thorin gave him, everything seemed to set him on edge.

Bilbo's company was still peaceable for him, and he took advantage of this, finding him out in the garden dozing in the shade of a tree. Kili sat down quietly, but evidently, it wasn't quite enough. Bilbo sat up quickly, snorting, his hands gripping onto his waistcoat protectively.

"It's just me," Kili laughed.

"Oh. So it is," Bilbo said, taking a fortifying breath, and sitting up straighter against the tree.

"How are you, Mister Boggins?"

"It's Baggins," Bilbo corrected, sending Kili a dour look.

"It is?" Kili asked, feigning surprise. Of course, he knew what Bilbo's name was. He just enjoyed seeing the tiny twitch of annoyance in Bilbo's left eye that happened without fail, every time he bumbled his name.

Bilbo shook his head. "I'm very good," he replied curtly to Kili's original question.

"Really?" Kili raised a brow. "Very good?"

"Well…Not exactly," Bilbo amended. "A bit sore and hungry."

"Hungry? We just had the largest breakfast we've had in weeks!"

"If by 'just had' you mean had five hours ago, then you would be correct," Bilbo sniffed. "A proper hobbit will have had three meals by now."

Kili, for one, was still quite full from breakfast, and couldn't help but be impressed by the fortitude of hobbits. If he tried to eat that much, he'd probably be just as rotund as Bombur in a month. "Well, I'm sure we'll be having supper soon."

Bilbo made a soft, still unsatisfied sound.

"It is lovely here, though," Kili sighed. "Don't you think so?"

"I don't know if I enjoy having livestock in the house, but it is nice to see good, green things growing," Bilbo admitted.

"I wish we could just stay here," Kili said, closing his eyes for a moment to soak in the sunlight pooling through leaves onto him.

Bilbo sighed. "I must say I agree. I don't see much good coming to us in that forest."

"It's a dark place," Kili agreed, trying not to shiver at the thought. "I've never been there, but I've never heard good things about it."

"I've read old tales," Bilbo mused. "It used to be grand and lovely, I think. But things seem to be changing."

"A darkness," Kili said. Bilbo nodded. "I don't know where it's coming from, but things seem to be getting darker." He found himself chuckling. "Although that could just be me getting older."

"Hmm," Bilbo said. "Darker. Yes."

He was absently twisting something between his fingers, something that glinted in the flashes of sunlight. Kili recalled then Bilbo's recent change of mood. Gwen seemed suspicious that something had happened in the caves. Bilbo seemed to have grown a bit more reclusive, almost…protective. Of his battered waistcoat. Or really, of his pocket. Or perhaps…what was inside of that pocket?

"What's that?" Kili prompted, keeping his voice light, but his eyes fixed intently in whatever Bilbo was fiddling with.

The question seemed to startle him, and he looked up, panic flashing through his eyes. "Oh, it's just..." His fingers opened, and in the center of his palm rested an acorn. Shiny brown, large and perfectly formed. Just an ordinary acorn. There were dozens of them scattered around them by the massive oak tree they leaned against. "I just picked it up," Bilbo laughed, his voice a little thin.

"So you did," Kili said, keeping any suspicion out of his voice. "May I see it?" Bilbo handed it to him, without hesitation, and Kili inspected it. Nothing out of the ordinary. Just an acorn. "It'll grow beautifully one day," he marveled.

"I'm sure," Bilbo said, relief evident in his body language. Curious.

Kili tossed it up in the air towards Bilbo, who scrambled to catch it. When he did, he seemed to be almost enchanted by it, staring at it thinking who knew what. "You're an odd little fellow."

Bilbo gave him a scolding glare. "You don't have to be rude."

"Perhaps I beg to differ," Kili said, smirking as he settled back against the tree. Bilbo didn't reply, and they sat in contented silence for sometimes, their minds both filled with frantic, but very different thoughts.

* * *

The rest of the evening was exactly what Kili wanted it to be. They had been given a feast of a dinner, complete with everything except meat, which evidently Beorn didn't eat, but Kili couldn't protest. There was plenty of cheese, glazed vegetables, roasted potatoes, berries, fruits, and thick, hearty breads.

To top all of it off, there were drinks aplenty, a few types in Beorn's stock. There was a rich, honeyed mead, some lovely ale, fine aged wines, and to top it all off, a clear drink that had enough alcohol in a single shot to send Kili's head spinning. There wasn't a soul there, save Gandalf, Thorin, and Beorn that didn't indulge a little more than they should have, Kili certainly not exempt. He wasn't quite at the point of stumbling and being sick everywhere, but his thoughts were tamped down, and he was having a _grand_ time.

It was precisely what he needed.

It was warm, and his head was buzzing with the best kind of bees. Bofur kept them singing and laughing and telling stories for a good few hours until Kili finally decided to get up.

Gwen had been tugging at his mind all night, and he'd finally had enough of her bright laughter, and flushed cheeks and easy smiles. He nudged Fili to let him know where he was going, before stepping away from the circle of the others. Too drunk to get themselves up or keep themselves on the benches, they had settled in a circle on bales of hay.

Fortunately, Gwen was sitting a bit outside of the group, and no one saw him coming up behind her, tapping her on the shoulder. Unsurprised, she turned, and Kili was hit with a wave of her smell. She was warm and spicy and smelled of wine. "Yes, Master Dwarf?"

"I saw flashflies," he said. It was true. The door was propped open, and he could see that in the dusk, there were flashes of yellow light.

"And?"

"Well, come _on,"_ he urged, grabbing her arm, and giving it a tug.

"Valar, you don't have to _pull_ me," she huffed, taking her arm away from him, but standing all the same.

He resisted the urge to cheer, and waited for her to get up so that he could urge her towards the door with a hand to her lower back. "You have to see."

"Aye, alright," she chuckled, leading on willingly.

The air was lovely and cool and flowery. Balmy. Gwen was warm, where his arm had slid all the way around her waist. She fit well against him, and it was really only a matter of time until she ended up against him like this. "You call them flashflies?" she asked as their eyes adjusted enough to see the blinks of floating yellow.

"Hmm. What do you call them?" he asked, reluctantly drawing his arm away. He may have been drunk, but he still understood that it would be a short time until she slapped him away.

" _Ghashnal."_

"That's an ugly word," Kili observed, his eyes tracking one as its dark shape fluttered up, out of reach into the pink sky. "But you make it sound so lovely."

"I don't know if I would say ugly—"

"Oh, I would," Kili told her confidently. "Too harsh and odd. Like you."

"Bloody hell, Kili." She looked offended.

He quickly realized his mistake. "No, no, that's not what I meant, love." She looked at him skeptically. "Well…No, no, I meant that you're those things but then, so lovely."

"You know how to make a lass feel special, Master Dwarf." She seemed to be laughing in disbelief now, a smile in the root of her eyes. It's good she wasn't too upset. His words didn't seem to be coming out quite right.

"Gwen," he sighed, turning to catch both of her arms and look her dead on. "You…" There was a flashfly fluttering an inch away from her head, and he couldn't focus. "You're…" if the bloody thing could just—

He couldn't stop himself. His hand released her arm, darting for the creature. It slipped his grasp, and he growled in frustration, lunging after it.

Gwen's laughter broke through the barrier of his thoughts, loud and clear in the soft air. He looked back and realized that he had been trying to say something to her. Well. She didn't appear to upset. This in mind, he carried on the delicate pursuit of his quarry. He had to wait until it was back in arm's reach, but even then, it evaded his grasping hand.

He frowned. Still not fast enough.

After a few more unsuccessful attempts, Gwen's call turned him back around. "You're doing it all wrong."

"Oh, like you're some bloody expert."

"I have two already," she said smugly, and Kili had to come closer to see.

She opened her carefully clasped hands, and twin glows lit gently. Two of the little bastards lazily traversed her palms. "You have to be gentle," she explained, "Slow."

"That doesn't sound right," Kili said. He had never been as good as Fili at catching them, but he'd never needed to contemplate his technique.

"Hold out your hand," she ordered. When he did, she let one of the flies crawl over to his hand. Its tiny feet tickled his skin, but he resisted the urge to brush it off. It wandered down his hand, flashing softly. "See? It's so small, and not very clever. If it doesn't realize what you're trying to do—"

The bug extended its wings, starting to flutter up, and Kili reached for it, trying to prevent it from slipping away. Nervous, it dodged him, arching up into the night. Gwen sighed. "That's exactly what I said _not_ to do."

"I don't need your help," Kili announced, stepping away from her. "I'll catch more than you could know and I'll do it my way."

"You're drunk," Gwen called as he sprinted away, eyes locked onto the next enemy.

"You are too," he shot back.

"I'm barely tipsy compared to you."

"Would someone so drunk be able to catch so terrible and elusive a creature?" Kili asked, jumping trying to catch said creature.

"Well, no, hence your inability to perform the described task."

Finally, his fingers closed around it. He brought his hand cautiously to his chest, opening his hands slightly to peer in. A greenish-yellow glow trickled out, and he whopped in triumph. "Got one!"

Gwen was on her way to look, but the bug had other plans. It took off from his finger faster than he could know, its tiny wings frantically beating the air as it floated past his face, he swore and reached for it, but this seemed to be more than he could handle.

Balance shot, he pitched forward, hitting the soft ground moments later. He was lucky it was grass cushioning his fall, but he managed to well knock the breath from his chest.

At least Gwen had found it amusing if her laughter was anything to judge by. By the time he had rolled over, she was standing above him, offering a hand down. "I think it got away."

He glared up at her, but sat up, grasping her hand.

He was grateful for the good drink slowing her reflexes down, because she didn't even notice him kicking a leg out, to sweep hers out from under her. She tumbled down next to him, and this time, it was him falling back, laughing at her misfortune.

"You twat," she said in a shocked voice as she started to get back up onto her hands and knees.

"No." He took her arm, making her pause. "Stay here. We'd just end up down here again soon."

He wasn't sure if he was smiling when he said that, but the smile that spread across her face as she flopped back down made something wind tight in the pit of his gut. They caught their breaths, lying on the ground, Kili on his back, her on her side. She spoke first, repeating with a grin bordering on goofy. "You're drunk."

"And you're lovely," he said, quite truthfully.

She was, like this. Breathless, and flushed and grinning, and bright and sudden and so very Gwen that it hurt.

The grin flagged, replaced by something softer. "How's that?"

"Mahal, I don't know," he said, turning on his side to look at her properly. "You're…so long, and lean, and your hands are rough, but tiny, and they fit so well with mine." Something in his heart throbbed at the memory. "I've memorized all your smiles but they still catch me off guard, your blush sits in the perfect place on your face, and I think I could look at your eyes forever and I still wouldn't be able to read everything behind them. Like now," he offered. "Why…What's got you looking at me like that?"

It was something he'd only seen a glimpse of. Something he wanted to shy away from and lean into at the same time. She opened her mouth but took a few moments to find words. "You're everything."

He didn't understand her words, but the way she said them almost made him shiver. They were sacred words. "What?"

"You're…" her eyes were flickering over his face as if they couldn't take in enough. "You…Your face, your eyes, your hair, your smile. You…You make me feel all wound up inside. Like I'm waiting…like I'm too weak to…Like I couldn't let you go even if I tried. But I would never _ever_ want to try."

He felt the same way.

Bloody…the same way.

"I'd like to kiss you."

The words surprised him, but they were abundantly true. Her tongue had flickered out to wet her lips and all of the sudden, his heart thudded in his ears and he _burned_ to be kissing her. Kissing Gwen.

She blinked. Just blinked. He wished he could read her eyes, but he wasn't going to let this feeling slip away again. He needed it. He saw, rather than felt that he was shaking as his hand came up to rest on her cheek. The skin was soft against his callouses, and her entire face fit into the curve of his palm. She was so real. Unbelievably real. So close and so real. "May I kiss you?" The words were barely breathed, but she heard them.

Rather than answer, she had bridged the distance between their lips, catching him up in a kiss.

He was kissing her. She was warm and her lips were soft and warm and he was _kissing_ her. She lifted away for a moment, but he wasn't going to have any of that. Sliding his eyes closed, he leaned back in, their heads tilting just right as if they had practiced. Something in him began unwinding, slowly at first, and then more rapidly as heat flushed over him.

He realized suddenly, that he could feel her pulse and needed _more._ She let out a soft noise, that made his eyes roll back in his head as he slid her closer, sliding an arm in the space between her waist and the ground. She fit better in his arms than he ever could have hoped, and he clutched her tighter against him than could have been comfortable. She didn't mind, her hands coming up to wrap in the fabric of his shirt, as they rolled over, Kili's weight pressing down onto her. He worried briefly about crushing her, and he was running out of breath, the quick air through his nose not quite enough, but her legs came up to wrap around him and he thought he might just pass out. She was flooding every one of his senses.

The heat building in his gut was unlike anything he'd quite felt, and he had to stop, pulling away with a soft sucking noise that left him groaning. This was too much. How had he lived without it?

They sucked in air greedily, Gwen's hands releasing from his shirt to fall to the ground above her head. Kili pulled himself away from her, not happy to lose her heartbeat against his chest, but knowing that they needed the space. She was flushed just the way he liked, her hair springing free as her scarf fell away from her face. He could see her eyes flashing through a thousand things before they settled on one. "You're bloody good at that."

This sent a rush through him from head to toe, manifesting in a dark smirk. "I'll have to show you how much better it is when I'm sober."

It was too dark to be sure of what her eyes said, but the dazed smile on her lips faded. "I don't think so."

He lifted a brow. "What?" They were still quite wrapped up, her legs securing him onto her, their noses inches apart. She seemed to have had just as good of a time as him. What was the problem?

"We…We can't do that."

"We can," he scoffed. "I'm sure of it. Shall I show you?"

The way her eyes darkened at the suggestion was answer enough, and he didn't waste a moment, capturing her mouth once again. Fueled by their last embrace, this kiss was even more desperate. Her arms flew up to his back, dragging him back down flush against her, and his hands found her hair, slipping her scarf back to take up fistfuls of her hair. A sound vibrated up out of her throat at the touch, and she squeezed him even tighter.

Mahal. She was undoing him.

Their teeth clacked almost painfully, but Kili couldn't care less. She wasn't the only lass he'd kissed, but it felt like she could be. She was entirely different than those delightful, soft maids who'd entertained him before. She was nothing but taught muscle and moving and arching and quick, hot lips, and it lit a sort of fire in him that he'd never felt. They were both ravenous, drinking in every bit of pleasure they could find from each other.

The reality of breathing tore them back apart, but Kili didn't go far, keeping her trapped under him, his forehead balanced against hers.

Once she caught her breath, she smirked. "I don't think I got it that time."

He raised a brow.

Her tone was innocent, but the meaning of her words was far from it. "Show me again?"

"Devious minx," he murmured, matching her smirk before obliging her request.

Kili took his time with this kiss, exploring her lips trying to memorize every bit of feeling he could, How alive she felt, moving and responding, the way her hips rolled and her hands reached at his back, the feeling of her ribs even through her clothing, the taste of wine and her mouth, every sound she made. He wasn't going to forget it for one moment. He couldn't.

They parted a third time, no less reluctantly than before. Kili wished that it hadn't grown as dark as it had, but he could still see well enough to catch the look in her eyes. It was warm and soft, and if it weren't so bloody dark, Kili may have sworn that it was _adoring._ Sucking in deep breaths of the cool air, Kili closed his eyes. He had to remember. He shouldn't have waited to get so drunk to do this.

They were silent, just breathing, just taking in. Kili was shaking, and part of him knew that if he didn't stop now, it might be impossible for him too. "One more for good luck," he whispered, unable to keep himself from it.

This one was soft and simple and warm, the pressing of lips together. And it was enough to sate him for that moment. He rolled off of her, her limbs falling away to allow him, and they both laid on their backs, taking in the half-clouded night sky above them. The warm, bubbling feeling in Kili hadn't stopped, but it was beginning to be overshadowed by an odd sort of sadness. "I wish I could tell you that I love you."

He wasn't entirely sure if he had said the words out loud. Exhaustion was tugging at his mind, blurring everything around him.

"I wish I could tell you I don't."

* * *

The dawn came far too soon, accompanied with Thorin's rousing voice. Kili jumped at the sound, but fell back, groaning as his brain thudded against his skull, as if it was trying to burst out. He felt bloody _awful._ With the dreams he had, he doubted the sleep he'd gotten the previous night was actually going to help him at all. But those dreams…

Despite how he felt, heat flushed through him, and he felt his toes curl at the memory. There were only wisps of the dream left behind, but they were fueled by the smell of Gwen stirring next to him. That had been…

Mahal, he really was a lost cause.

"Kee, get up," Fili growled, only half awake himself as he punched his brother in the chest.

Kili groaned, trying to pry his eyes open to the light. "I am up."

Fili made an unhappy noise in response to that. "I think I may have had too much to drink."

Finally, his eyelids came apart, and he very much wished they hadn't. It was too bright. His mouth tasted awful, he had a crick in his neck, and his stomach was sour and yet still growling with hunger. "Me too," he breathed, trying to force himself to sit up.

"Really? I feel fine."

Gwen's comment made Kili groan but seemed to anger Fili more. "Oh shut up," he spat before a shuffling noise cued his departure.

Kili gave his eyes a good rub, white stars flashing across his vision as he turned to face Gwen. Her hair was a bit disheveled, and there was sleep in her eyes, but other than that, she looked fine. Of course, she did. Lucky prick. "Good bloody morning," he managed to get out around an ungraceful yawn.

Gwen cleared her throat, although Kili was fairly positive that she was just concealing laughter. "Here." She offered her waterskin, and Kili took it gladly.

The water washed the foul taste out of his mouth but only made his stomach feel worse. He groaned. "I don't even remember last night well enough to make this worth it."

"You were _that_ drunk?" Gwen asked, smirking.

"Well, yes," Kili huffed, taking another swig before handing her skin back. "I mean, I remember odd bits and pieces, but nothing towards the end."

"You need to take better care of yourself," Gwen chided gently.

Kili waved her off with a dismissive hand. "You sound like my mother."

Gwen chuckled, standing. "You best quit complaining and get up. Thorin doesn't look happy."

Kili sighed, wanting nothing more than to lie back down. "He never does."

* * *

 ** _Hello, friends! This is faaaairly late in the day, but you know. Life happens. I hope you enjoyed this chapter! If you liked (Or disliked) any bit of it, please let me know what you think! I write this all for you, so I want you let me know how you want it to be! Also, I'm going to be cutting my updates down to once a week, because...you know...busy, so you all should let me know whether you'd prefer Wednesday or Sunday updates. Whateeever you like best. So let me know! Thank you for your time and your comments, and have a great week!_**


	10. Chapter 10

**CHAPTER TEN**

" _Did anybody teach you better to obey and follow the letter? I fear, my dear, the end is here."_

 _-Coheed and Cambria: "Unheavenly Creatures"_

It took them only an hour or two to gather everything they might need for their travel. They stocked up on hard breads and grains that would keep for days, as well as dried fruit, and anything else they could scrounge. The packs Beorn gave them were nothing like they were used to, but they were sturdy and better than nothing at all. They took plenty of blankets, and rope, and as much water as they could carry. Gandalf and Gwen had been particularly insistent on the call to bring water, despite the company's many complaints of its weight.

By the time they were ready to go, they had fifteen ponies and horses tacked up and packed down with their gear, the sun was well risen, and Thorin was as eager as could be for them to leave. Kili was a bit sad to say goodbye to their safe house, but he knew it was necessary. The days were only cooling more and more, and Durin's day was drawing nearer.

With cries of urgency from Gandalf and Thorin, they were off, thundering across the countryside away from Beorn's home.

Their passage was hardly subtle, but it was fast. Still, Kili found himself glancing over his shoulder every few moments, half expecting a pack of wargs and orcs to crest a hill and take them down. Though the day had started up sunny, it was beginning to cloud over, the thin gray light of rain threatening. Their distaste for such travel kept the company from conversing, so they rode mostly in silence, the only sound in the air the wind and the heavy pounding of hooves.

Whether or not Kili wanted it, this gave him plenty of time to think. Thinking at least distracted him from the headache still pulsing at the back of his eyes.

The talk he'd had with Fili rang painfully around his mind. Did he even really like Gwen in that way? It was hard to tell.

He'd had plenty of crushes on dwarven lasses before. Dozens of them. He'd courted quite a few of them, sometimes for months or years. Those girls had made him feel warm and happy, and he thought he loved them.

Gwen however…Was different.

She confused him. Sometimes, thinking of her made him hurt, sometimes it made him wish that he didn't feel the way he did. And yet…He still couldn't get her out of his head, even with all of that terrible inconvenience. He couldn't forget her. This had never really been a trouble with any of those dwarven girls. The only trouble had come when he had to travel again, and so they would choose to go their separate ways.

Comparatively, Gwen was nothing but trouble. Stubborn, beautiful trouble. He had to worry so much, and try so hard, and yet he kept coming back to her, no matter how much it hurt. Was there something wrong with him?

He found himself watching her out of the corner of his eye. She rode easily, her cloak streaming out behind her in the firm wind. He face was out of view, but he could see in her shoulders that she was tense. Nervous, perhaps. He knew that for some reason, she did not want to go to the forest. And yet, there she was. Why?

Kili's horse let out a whinny of protest, and he realized that he'd been clutching the reins too tight for the pony's taste. He let out some slack, and the pony picked its pace back up, seeming much happier. A few more beats passed, his eyes skimming the horizon, the grass tussocks flying by, his thoughts lost in the steady gait of the trot.

 _You've both given a lot up._

He wasn't sure where the thought came from, but it almost startled him in its clarity.

But then…It was true, wasn't it?

Was that what made Gwen different? Befriending her had been a challenge in itself; trying to make her comfortable with him. He'd spent hours worrying, consoling, begging to be let in. He'd sacrificed quite a bit for her. And she had done the same for him. For a quest that she had no true attachment to. But then, the question was, why were they doing this? What made them give so much of themselves on a whim?

Kili didn't know. No more divinely inspired thoughts popped into his head. Just over and over, the repeated question of _why?_

They reached the edge of the forest by midday, luckily unharmed. They hadn't seen a trace of orc all day and while Kili was surprised, he surely wouldn't complain.

Kili smelled the forest before he saw it. It wasn't a bad smell, just odd. Heavy and cloying, fairly musty, but also the type of sweet that hit the back of your throat like wine that had gone bad. Gandalf pulled them to a stop yards away, ordering them to stay on their horses, but dismounting himself.

Kili eyed up the tree line nervously. He could see that it was an ancient forest, even from here. The trees were wide and tall, although it looked as if many of them had died, leaving them stripped of all but their rigid skeletons, reaching their spiny gray fingers, tangling into the sky.

Even Kili's pony was nervous. While not nearly as remarkable as his Lily, they had struck up a working friendship throughout the ride. Kili patted the pony's neck, shushing her gently. "I know, I don't like it either."

Fili was chatting to Gwen, and Kili suspected that his brother had noted her unease. Knowing Fili, he was probably trying to help calm her. "Here lies our path through Mirkwood," Gandalf called back.

He stood between two pillars of wood, carved with winding vines. On closer inspection, paving stones had been set into the ground between them. They were overgrown with moss and weeds, a thick cover of mud and leaves caked to them, but it seemed as good of a path as any.

"No sign of the orcs," Dwalin observed. "We've luck on our side."

Kili nodded, loosing a foot from its stirrup to swing his body down off of the pony.

"Set the ponies free," Gandalf ordered. "Let them return to their master."

Already dismounted, Bilbo stepped towards Gandalf. "This forest feels…sick. As if a disease lies upon it. Is there no way around it?"

Kili knew what Gandalf's answer would be, and yet still found himself hoping he would offer an alternative. Even just standing, taking his gear off of the pony, the hairs on the back of his neck were rising up. He could have sworn the forest was almost _groaning_ and creaking. A low, echoing sound that made his skin crawl.

"Not unless we go two hundred miles north," Gandalf said, beginning into the forest. "Or twice that distance south." Though his answer was true, it sounded to Kili like his thoughts were elsewhere. Gandalf was worried. That could never be a good thing.

With Gandalf gone, Kili spoke. "Don't worry, Mister Boggins. We'll be through it before you know it."

Bilbo nodded, unconvinced, and busied himself with undoing his pack.

Kili slipped his own on, fighting back a complaint at the weight of it. He'd gotten quite used to traveling without any gear. While it had its inconveniences, there were some good parts to it. He led his pony over to Gwen and Fili who were strapping the last of their things up against their bags. "Lovely weather we're having."

Just as he said that, a cool drizzle started down. "If you like rain, that is," Gwen sighed, hoisting her pack onto her shoulders.

"To be fair, you were worried about us running out of water," Fili said.

Gwen shot him a glare. "Aye, I'd like to see you drink the rain, Master Dwarf."

"You just have to stand with your mouth open for a while," Kili explained. "Like this." He unhinged his jaw to the sky, squinting up into the mist.

"Shut your daft mouth," Gwen said, although Kili could have sworn he heard a chuckle in her voice.

Kili laughed at himself for a moment, before turning to his horse. "Alright, girl, off with you, then." His goodbyes said, he tied up her reins and gave her a pat on the rump to get her going back home.

"Be safe, Sally," Fili said softly, holding the nose of his pony gently.

Kili raised a brow. "Sally?"

"It's her name," Fili said, shrugging as he patted her on the shoulder, sending her off with the other ponies.

Gwen's trotted off as well. "Beorn hadn't given them names."

"Aye, that's why I named her," Fili told both Gwen and Kili.

"Why _Sally?"_ Kili asked as he helped his brother sling a thick loop of rope across his chest. "I've never heard of such a name.

"Heard it in Bree. I thought it sounded nice, and she liked it."

"Liked it?" Gwen repeated, tightening her sword belt. "She's a horse."

"I could just tell," Fili protested.

Kili shook his head. His brother had a soft spot for any living thing, but especially things with fur.

"Not my horse! I need it!"

They all took a pause, looking back to see Gandalf striding out of the forest.

"You're not leaving us," Bilbo said his tone downright dreading.

Kili glanced at Gwen. Her eyes had darkened considerably, and her lips set into a tighter line. She wasn't happy about that.

"I would not do this unless I had to," Gandalf sighed, turning to Bilbo.

As they talked more quietly, Kili turned to Gwen, setting a hand on her elbow to get her attention. "You alright?"

Her eyes turned to him, and he saw with a deep sinking feeling that she really was scared. Still, she mustered a half-smile. "Of course."

"He would leave us to wander," Thorin said, the beginning sparks of anger in his tone.

Gwen didn't miss a beat, stepping past Kili into Thorin's view. "I know the path."

His eyes narrowed, and Kili could see the inner works of his brain twisting to determine what that meant.

"Oh, that's lovely," Balin breathed, smiling. "I'm glad we'll have a fitting guide."

"What is this place to you?" Thorin asked sharply, nothing short of accusatory.

True to character, Gwen didn't back down, saying tersely, "Mirkwood. The dreary forest that fills the land between the Carrock and Lake Town. Why do you ask?" Thorin didn't honor her with an answer, his gaze still critical. Kili saw tension in Gwen's jaw, but she contained her irritation. "It's been years since I've been here, but I've felt the forests effects, and I know its paths better than any of you."

"Indeed," Thorin said warily.

"I'll be waiting for you at the overlook, before the slopes of Erebor," Gandalf announced, breaking the tension. "Keep the map and key safe. Do not enter that mountain without me," he said, turning to say that pointedly to Thorin. "Gwen knows the way, but you must be wary. This is not the Greenwood of old." He hardly needed to say that. Nothing about the forest was green. "There's a stream in the wood that carries a dark enchantment. Do not touch the water," Gandalf warned, adjusting his horse's tack. "Cross only by the stone bridge. The very air of the forest is heavy with illusion. It'll seek to enter your mind and lead you astray." Despite his aged appearance, Gandalf was practically nimble, throwing himself up onto his horse.

"Lead us astray?" Bilbo repeated quietly, sound horrified. "What does that mean?"

"You must trust your guide and stay on the path. Do not leave it. If you do, you will never find it again."

Thorin appeared to be tiring of Gandalf's list of warnings, and Kili had to admit that he was none too happy with it. It felt as if he was a prisoner, having to stand there and listen to all the ways he was going to be tortured.

Gandalf pulled his horse away, breaking immediately into a swift canter. "No matter what may come, stay on the path!"

"Come on," Thorin began, starting down the path with a moment's hesitation. "We must reach the mountain before the sun sets on Durin's day. It's our one chance to find the hidden door."

Right. The door. Durin's day. Erebor. That's what made all of this witchery in the forest worth it.

Thorin stopped suddenly. "My apologies," he said in a tone that was anything but apologetic, turning over his shoulder to find Gwen. "It is only proper that our _guide_ should show us the way."

"Thank you," Gwen said, sounding similarly less than kind. She cut her way to the front of the pack and strode into the darkness, not even waiting to see if the others were following.

Well. At least she didn't look afraid. As Kili passed into the shadows, he shivered despite himself. Perhaps _he_ was a little bit afraid.

* * *

Kili had firmly decided that the only good thing about the wretched forest was that it mostly kept them out of the rain. The drizzle fell steadily throughout the day, pattering on branches and leaves, but the thick canopy above them kept out both sun and rain, save a few flickers of grey light and miserable drips of water. It was as if they were stranded perpetually in the darkness of twilight.

While most of the trees were dead, different life filled the forest. Strange, sprawling funguses, brightly colored molds, mushrooms like Kili had never seen. Clouds of gnats bothered them on and off throughout the day, and the path was coated completely by leaf mold, almost slimy underfoot. The smell was overpoweringly musty, the air thick enough that it was uncomfortable to breathe.

While they were all fairly miserable, they did their best to keep high spirits. They chattered as loudly as they dared, pointing out interesting mold colonies on rotting trees, kicking over the funguses that they dared to. They had learned their lesson on dangerous funguses, though, after Nori booted one that released some sort of a yellow mist into the air. Gwen had shouted at them the second she saw it, ordering them all to hold their breaths and cover their mouths.

After they were a decent distance away from the yellow cloud, she explained why that was the daftest thing they could think to do. Apparently, every bloody thing in the forest was out to kill them in some nightmarish way. Of course, they still kicked funguses over, they just learned which sort released spores and did it when Gwen wasn't looking.

It was hard to tell when night fell, but they mostly decided based on when their feet began to ache fiercely enough for them to deem it time to set up camp. They set up directly on the path after Gwen assured them that it was long since abandoned and that no elves would venture out this far at night. Still, Thorin assigned three dwarves to each watch, just to ensure that nothing would go awry.

Bombur had only been able to start a small fire, considering that most of the wood around them was far too damp to take a proper light. Their supper was still good, vegetables and bread left over from Beorn's kitchens warmed over the fire. Gwen had made them all wash their hands and faces before they ate. Thorin scoffed at it, but Gwen insisted. Apparently, any bit of the forest could be poisonous, if ingested, and it was best for them not to take risks.

When the fire was gone, the damp air grew very cold and clammy, driving them into their blankets to try and find sleep.

Kili was exhausted, but sleep inevitably evaded him. The air was strange, filled with odd, muddled noises. Chirps and cracks and buzzes, coming from no discernable location. It kept his mind up and whirring with thoughts and doubts and worries. Fili was face down in his blankets between them, but Kili had heard Gwen tossing and turning just as much as he had been. After what felt like two hours had burned by, Kili sat up enough to lean over Fili. "Gwen? You up?"

She hummed in assent, turning onto her back to look at him. "What's wrong?"

"Can't sleep either," he breathed, leaning over Fili. Fili grunted a bit in his sleep but otherwise didn't seem to notice his brother's weight on his back.

Gwen nodded.

"Would you like to go for a walk?"

She lifted a brow at the touch of puppyish excitement in his tone. "Are you mad?"

"No," Kili protested. "We can take our weapons, and we'll only go a bit up the path." She was still looking at him as if he was speaking another language, so he put on his best pout and struck again. "Come on, love. I'll lose my mind lying here, and I want to be able to talk to you."

Gwen relented, at last, sitting up. Kili grinned as he got up, energy he didn't know he had flooding through him. He was just bursting to do something other than lay there, wishing he was asleep.

Bifur, Gloin, and Oin had the first watch, so Kili wasn't overly worried about them getting stopped. He wrapped his cloak around him, the air biting at him the moment he left the safety of his blankets, but the chill was almost invigorating. He grabbed his sword from where it rested, hidden under his pack, and stood, shaking the weariness away.

Fili snorted and rolled over a bit, but didn't wake. Gwen at his heels, Kili started towards the center of the group where the watch was posted, sitting silently, listening into the darkness. He figured Gloin would be the easiest by far to talk to and approached him. "We're going for a walk."

Gloin seemed a bit startled at the sound of his voice, but recovered quickly, eyeing them up warily. "Is that a good idea?"

Kili shrugged. "I can't sleep, and neither can she. We'd like to talk but don't want to wake everyone."

Gloin still looked a bit hesitant, and Bifur and Oin were watching them, but after a moment of thought, Gloin sighed. "Alright, go on, laddie."

Kili smiled. "We'll be back in a bit."

Gwen yawned as he beckoned her onward down the path. It was barely visible in the darkness, and he had to be careful not to trip on any roots or uneven stone. He was almost jealous of how easily Gwen seemed to traverse the darkness, her footsteps inaudible, gliding over the uneven terrain.

Like she belonged there.

He shivered, dismissing the worst thoughts from his head.

"How's that?" Kili asked, indicating a heavy tree beside the path.

"That's off the road."

"We'll sit with our feet on the stone." Kili was the one rolling his eyes this time as he wrapped his cloak around himself, sitting down, stretching his legs out so that part of him still touched the path.

While she didn't seem happy about it, Gwen settled in next to him. "You're terrible irresponsible."

"And you worry too much," he shot back.

"Well, I'm _sorry_ if I have to make up for how you don't worry enough."

Kili found himself chuckling. "Mahal, you sound like my ma."

"You know, you compare me to her an awful lot," Gwen pointed out, sounding skeptical.

Kili squeezed his eyes shut against the thought of his mum and Gwen being too similar. "That's a bloody disgusting thought." Ah. No. Certainly no. They were not alike. Gwen was attractive and funny and his mum was his _mother._

Ugh.

"I didn't mean it like _that,"_ she laughed. "I just wanted you to tell me more about her."

"That, I can do," he said, shaking the more horrifying images out of his head. "Where do I begin?" he sighed. "Well, she gave birth to two beautiful sons."

"And then she got pregnant with you and your brother?" Gwen suggested drily.

Kili elbowed her for the interruption. "No need to be rude. No, Fili and I were her only children. Da died when I was almost too young to remember, so she raised us mostly on her own." He felt Gwen tense slightly at the mention of his father, but he didn't dwell on it. "She's a terribly strong woman. I've seen her make Dwalin shake before."

"Really?"

"Really," he said. "She has this way of making her voice sound…" even the memory was enough to make him uncomfortable. "It's terrifying. That's not to say that she wasn't a fierce warrior in her own right. Thorin and Frerin made sure she could defend herself."

"Frerin?" Gwen repeated.

"Thorin's younger brother," he explained. "And Dis' older. He died young, in the battle of Azanulzibar."

"I'm sorry."

"Don't be. I never knew him, only ever heard tales. But mum," he said, bringing the conversation back on topic. "She likes to pretend to be tough, but that's just how she shows she loves us. She's always said that she'd die to save us."

"That's beautiful." He leaned forward to catch a glimpse of her face, just because he could hear in her voice that she was doing that soft, barely noticeable smile that made him feel warm from head to toe.

"Aye, she loves us alright. But she's a right _awful_ worrier. She never stops nagging. Well," he amended. "She never stops nagging me, anyway. Fili never does too much deserving of nagging."

"Oh?" she said, a smirk lighting her face playfully as she turned to face him. "You're the wild child?"

"I'm a bit offended you couldn't tell that earlier." he scoffed.

"Are you really so wild?" Gwen teased.

"According to her, I am," he said with a shrug. "She made me take this with on the journey." It took a moment of fumbling, but his rune stone was in the right pocket of his trousers, right where it always was. He habitually ran a thumb over its carving, before letting it fall to the center of his palm for her to see.

"A talisman," she observed softly, leaning in closer to inspect it, interest flaring up in her eyes.

"You can take it," he said with a smile as she picked it up, holding it delicately as if it would break if she clutched it too hard. While it fit perfectly into his palm, it looked too large for her hands. It was almost endearing, the way she studied it.

"What do they mean?" she asked, her thumb running over the runes, just as his did.

" _Innikh Dê_ ," he said, softly. It was in Khuzdul, a language he knew he probably shouldn't be sharing with her, but she was curious, and he couldn't help but indulge her.

She looked up at him at the sound of the unfamiliar words, and Kili realized quite suddenly, how close they were. Their noses were near touching, and despite the dark lighting, he could pick out every tiny detail of her face. The soft parting of her lips, the slightest furrowing of her brow in confusion. The way her breath washed warm and sweet over his face.

Oh. Something warm flooded through him.

He managed to keep his hand from shaking as it rested atop hers, covering the stone. "It means 'return to me.' She wanted something to remind me of the promise I made her."

Gwen broke their closeness, turning her head down, with a smile. "You should do it."

"Hm?" he said, painfully aware of the way their legs were pressed together, the way that they were sitting, the feel of her hand brushing his. Every spot they touched burned beautifully.

"You should return to her," she explained, clear as day.

Kili found himself chuckling. "Aye. I'm trying to." _And I'd quite like to take you with me._

He couldn't bring himself to break the contact of their hands. Instead, he ignored what was proper, clasping her hand between both of his, drawing it more comfortably into their laps. It was cold. She was warm. She wouldn't mind him borrowing a bit of her body heat.

It seemed she really didn't mind as she turned into him a bit more, sliding down until she could rest her head on his shoulder. He resisted the urge to tease her about it, not wanting her to move a muscle, preferably ever again. She was so warm and real, and if he tilted his head, he could only smell the warm, earthy smell of her. Just that was enough to knock the nervous shiver from his bones, and the fog of confusion from his head.

"What about your mother?" he asked.

"What about her?"

"I told you about mine." He resisted the urge to shrug, lest he disturb her. "So what about yours?"

Gwen hesitated to begin, and when she spoke her words were low and sacred. "My mother was…soft-spoken. I believe she was." Was. Was her mother gone? "I recall that was her usual demeanor, but it's odd because all the clearest memories of her were when she was fiery. Angry, or upset, or just speaking passionately about something. She loved to learn. She's the one I followed when I took up teaching. Her life was a constant battle between curiosity and caution."

Kili let out a soft chuckle. "She sounds remarkable."

"She was. You would never have guessed it, but behind all her quietness, there were entire worlds in her head. She had the sort of imagination I could only dream to have."

"You didn't inherit that?"

"No, not quite," she snorted back. "Some of her mind, but not _that_."

Silence fell, and Kili dared to ask the question that had been nagging at his mind. "What of your father?"

She tensed almost unnoticeably. "He died before I knew him."

Kili found himself breathing deeply, the warmth that had been pooling in his gut souring as he asked, "Is that a lie?"

She let out a sigh. "Not really."

"Was it less than the whole truth?" Part of him didn't want to ask these questions. Didn't want to ruin the peace. But a larger part of him knew that he would never really be able to stop.

"Yes."

Her answer only made his heart sink deeper. He knew it was true, but hearing it out loud was something else entirely.

With a hiss, rain started falling, tapping its delicate fingers against the leaf canopy above. The rain was dripping down onto them in a moment, only making them colder, but Gwen still pulled away from him, staring at her hands in her lap. Kili swallowed hard, feeling the absence of her warmth far too distinctly. This isn't what he wanted. "If you want to tell me, I'm listening."

Obviously, he wasn't trying to push her, but it was impossible for him to see if she was ready to tell him or not. Curse her for being so bloody unreadable. He always liked that she was unpredictable, but he could do without this facet of her. The part that was cold and unforgiving and the part that turned to look back at him with thin set lips and fearful eyes. "Kili…"

"But you don't want to," Kili said, answering his own question. The look in her eyes told him he was right. He couldn't hide his sigh, lowering his face into his hands. He had bolloxed all of that up properly.

"I'm sorry."

Kili laughed softly. "No. No, don't be. You shouldn't be sorry." He wasn't frustrated at her. He understood well that she wasn't ready, and he would wait as long as he needed to for her. He was almost frustrated with himself for pushing too hard, for ruining every lovely moment they had with his questions.

"I am," she replied firmly, the wavering caution leaving her tone.

"What for?" Kili asked, looking up from his hands in genuine confusion.

"I want to tell you." Her hands were clenched, and Kili worried that her nails night be cutting her palms. "I do."

"I believe you."

"You do?" Her question was so vulnerable and genuine that it hurt.

"Of course." He wasn't lying. He wasn't going to say he understood what she was going through, but he believed her. How could he not?

She let out a breath, releasing the tension in her fingers, flexing the blood back into them.

Kili threw away his doubt, leaning over to wrap an arm around her shoulder and pull her into his side for a precious moment. She was frighteningly bony, jabbing into his side, but he could hardly protest. She was warm, and the mist of the rain was cold. He let himself lean over to press a kiss to the top of her head before he released her. "I'd say we should be getting back to the others."

She turned to him before he could get up. There was a curious light in her gaze. "Do you have any idea what you're getting yourself into, Master Dwarf?"

He smiled, confused by the question. "What?"

"You heard me," she insisted.

He let out a bit of a laugh, still not entirely understanding her question. "I suppose not really. Should I?"

"If you did know you might run a hundred miles away from me. Or…" She was being dead serious, to Kili's surprise. "Or at least you probably should."

Kili considered this idea briefly. "Hmm." He tilted his head back, raising a ponderous hand to his chin. "I don't know about that, love. How much trouble could you really be?" he asked with a smirk, raising a hand to tweak her nose.

She raised a brow, but Kili could tell there was a smile tugging at her mouth. "You're daft," she pointed out, ignoring his question.

"My mum prefers the term 'reckless,' actually."

This managed to make her full-on laugh, despite herself, as she breathed out a harried, "Bloody hell, Kili."

"I'll take that as a good thing," Kili sniffed, standing and offering a hand down to her.

That half-smile still on her lips, she took it and stood with him.

* * *

"Fili?"

No answer came back except the calling of strange birds and the rattling hiss of insects.

"Mum?"

The darkness pressed in harder. Part of him wanted to walk, wanted to run, to cry and get out of the place. The awful place. But the darkness held more secrets than he ever cared to find out, the ground slimy and uneven under his toes. "Ma? Fili? Where are you?"

He whimpered. The curious sounds drew closer in.

"This isn't funny."

"What isn't?" The voice was low and soft, little more than a whisper in his ear.

He whipped around as fast as he dared, a chill racing down his spine. "Oh. It's you."

Gwen smiled at him, and he returned it warily. "You're lost," she said, looking around.

Kili nodded.

Gwen grabbed his hand, pulling him into her as she dragged him into the darkness. He fought back the urge to cry out as his feet slid across the ground, leaving behind the spot where he'd been standing, plunging him into absolute black. It was alright though. Gwen had him. She clutched onto his arm, her breathing heavy as she lead them confidently through the scratching, tugging brush.

He trusted her though. He trusted her.

"Where are we going?" he asked after what felt like an eternity.

Her grip tightened and she sounded hurt. "I'm not lost, you know."

"I know—"

"Father's leading the way."

He stopped and her grip slipped off of his arm. "Who?"

Gwen looked as if he was mad as she indicated the man standing over her shoulder. "Father knows the way well. He's leading us."

The man grinned. He was tall and slender, shadowed.

"Hello," Kili said, though his voice was almost inaudible as if all of the energy had been sucked out of him.

"He would never get lost."

Gwen looked up at him adoringly, but his face was unchanged. He just grinned. Kili could see in his eyes trees and shadows and _rot._

Kili tried to back up but his feet were stuck.

"Kili? What's wrong?" She sounded broken. "He's just like me? What's wrong?"

The shadows loomed deeper in her eyes too, and Kili could at the family resemblance. The trees and shadows clutched at his lungs, squeezing tighter and tighter in. "What's wrong, Kili? Why are you looking at him like that? Like me like that? Kili—"

"What's wrong?"

An entirely different voice asked that. He sucked in a breath as his eyes slid open into a silvery dawn. Fili leaned over him, worry creasing his brow. "Are you alright, Kee?"

Kili nodded, realizing he'd broken into a cold sweat. His heart still pounded as flashes of those terrible eyes filled his vision. "I'm fine. I'm good. It was just a dream."

"Nightmare?" Fili asked, smiling sympathetically as Kili sat up. Kili nodded, and Fili sighed. "Aye, we all had them. Terrible."

"Vivid," Kili added. He saw Gwen out of the corner of his eye, chewing on an apple, leaning up against a tree as she spoke to Bilbo. She was normal. Or. As normal as she got. It had really just been a dream.

"What was yours about?"

Kili turned back to his brother, shrugging. "Creepy things in the forest."

Fili's gaze flickered over to where Kili's had been a moment ago. "Was she in it?" He spoke low, not loud enough to be overheard.

"Aye. I think so." He laughed it off, throwing his blankets aside, almost grateful for the cool air washing over his skin. "Terribly odd things, dreams."

Fili's worry didn't seem to dissipate. "Are you sure you're alright?"

"I'm _fine,"_ Kili assured him with a carefree smile. Whether he was being honest right there or not was a different matter entirely.

* * *

 _ **Bit of a shorter chapter this go around, but hey! We got to Mirkwood! Excitement! If you hadn't noticed, I am no longer updating Sundays, just on Wednesdays. Thanks for understanding! Reviews make my day, so if you have anything to say, feel free! What was your favorite part of this chapter? Was there anything you didn't like? I do hope you enjoyed the chapter. Thanks for reading and reviewing, and I'll see y'all next week!**_


	11. Chapter 11

**CHAPTER ELEVEN**

" _It's alright. We belong to each other tonight."_

 _-Red Sun Rising: "Deathwish"_

The rain didn't stop for hours. It kept them sodden, their footsteps weary and cold, and their moods thoroughly dampened throughout most of their day's journey. The forest seemed only to draw darker and closer the deeper they went into the forest, the path winding through trees in a way that seemed entirely nonsensical. Still, they stuck to it, Gandalf's words and warnings ringing strong in their ears.

Though Kili would never admit it, his poor sleep the previous night was wearing on him. He hid his exhaustion behind the fact that it seemed that none of them were feeling very well. Their conversation was much sparser than it had been the previous day, more forced. They had a few good fungus-related laughs, but Kili was struggling. It felt like his brain was straining to keep up with the rest of him, lagging behind and blurring every few steps he took.

He could tell that Gwen was worried about him, but managed to fend off any of her questions with smiles until they settled down into camp for the night. Kili had been assigned to the first watch with Dwalin and Nori, and though he wasn't happy to hear it, he wasn't about to complain. After dinner, as they all settled down, Gwen crouched down to his eye level, resting a hand on the log that he was sat on. "Are you alright?"

"As alright as any of us," Kili observed lightheartedly. More lighthearted than it should have been, perhaps.

Gwen cast a skeptical look at the others over her shoulder. They were each groaning or sighing about different problems, settling down to sleep faster than they every typically would have. They all looked awful. "That's not very good then."

Kili shrugged. "It's what it is."

"You're tired," she said with a frown. "Do you want me to take this watch?"

He smiled at her concern but waved her off. "No, love, don't be ridiculous. I'm not that tired. Thorin would never let you do that anyway."

"What are you saying?" Thorin asked, walking over the moment he heard his name.

"She just wanted to discuss travel plans for the next day," Kili covered quickly. "But I think those might best wait until morning, aye Gwen?"

She looked like she wanted to protest for a moment, but bit that back, merely nodding. "You may have that right." She looked between them for a moment before bowing her head. "Good night, Master Dwarves." Having excused herself, she turned around to her bedroll next to Fili, Kili calling goodnight after her.

Thorin mumbled something, and Kili had to repress the desire to ask him what he had against a simple "good evening." His head hurt too much to start a fight.

"It seems that you and your brother and some of the others have grown…attached to her."

Kili crinkled his nose at the odd phrasing, sliding to the side of his log, and patting it for his uncle to sit. It was just awkward having him stand so uncomfortably. "Aye, Uncle. Some people just call that 'friendship' though."

"Aye, I just…" Thorin cleared his throat as he sat gingerly. "I do not want you to think that any qualms I may have with her are an attempt to scorn you."

Kili cringed slightly away from all of that statement. "First of all," Kili began. "Her name is Gwen, you can use it. She won't mind. And second…" He took a moment to gather his thoughts, before turning to his uncle. The last thing he wanted was this to turn into an argument. He would have to tread carefully. "She's my friend, Thorin. And I know you're not trying to insult me, or anything. I don't even think you're really trying to insult her, I think you're just…over-cautious...Prickly." Thorin bristled and Kili suddenly wished he had found better words than those to use. "I know that she's the same way with you. I just…"

"And yet you would defend her over me," Thorin said, barely loud enough to be heard.

Kili's heart dropped, his headache only throbbing worse. It was true, wasn't it? "Only if she's right," Kili blurted out. Thorin gave him a dark look and he spoke quickly to try and cover himself. "That's not what I…Thorin, I don't want to be trying to pick bloody sides, alright? I just wish that you two would get along better."

Thorin opened his mouth to speak, but Kili cut him off. "Uncle, I have to admit, I'm bloody exhausted, and I have a headache, and I don't want to say something I might regret. Could we wait until morning to talk about this more?'

Thorin looked over him carefully, and the pleading look in Kili's eyes seemed to do the trick. "Aye."

He pat Kili on the shoulder as he stood and left.

In his absence, Kili felt he could finally breathe. Sometimes it was _hard_ not arguing with Thorin. The man was so thickheaded. Of course Kili wasn't siding with Gwen more than was fair. He trusted his uncle and he was the best leader Kili had ever known, he was just…hotheaded sometimes. And Gwen seemed to bring that out in Thorin in the most terrible way.

But, then, when had Kili ever gone against Gwen in Thorin's favor?

Kili watched Thorin return to his pack next to Dwalin, as the dinner in his stomach soured. Perhaps he had been…unfair. Biased. Influenced by Gwen's sad smiles. This was his Uncle Thorin, after all, the man that was meant to be king. The one who had guided him his whole life. Who had been there when…Could his judgments really be that misguided?

He found his gaze moving to Gwen who was sitting next to Fili, both of them chatting before they rested. That was his Gwen. The one who he'd given every bit of his trust too. Was it too late for him to decide that she was mistaken? Would she really be so wrong?

Kili rubbed at the aching spot behind his eyes. This was all far too much. He wished that Thorin and Gwen would just get along better. He wished that he could find the thing that made her and Thorin disagree so much and untie that knot. Then everything would hang straight, and he could get along just fine, not feeling so torn and awful.

Mostly, he wished that Gwen would tell him what she was hiding, if only to rid him of that sick, nagging feeling.

He tried to dismiss all of those thoughts into the night air, but he found little peace, even with Dwalin and Nori's low chatter in the background and the soft sounds of sleep rising up all around him.

He never prayed, or hadn't in a very long while, but he found himself looking up at the vague silver-lined silhouettes of branches above him and asking Mahal for a bit of a helping hand.

What did Thorin dislike about Gwen? Well, she was too headstrong for his taste, not a fantastic listener, and she didn't like to share a lot about herself. He was wary of her. That was it. There was the obvious clash of personalities, but Thorin was simply too cautious. Untrusting. So, why would he be all of those things?

Because she had too many things hidden.

Because Thorin knew there was more to her than met the eye. That mystery that swirled around her that drew Kili in like a moth to the flame set Thorin on edge like nothing else. Yes. That was his problem. She was hiding something.

Alright, then on to Gwen. Why did she dislike Thorin? Well. She refused to back down from a challenge and had a temper quick enough to match Thorin's. But it was possible she was scared to get too involved with him because she didn't want him finding out her secrets.

Ah. Yes. She was scared.

Simple, when he thought it out like that. The answer was abundantly clear. Gwen should share her secret so that she has nothing to be scared of, and then Thorin would know and be able to trust her. They might argue, but it would be over little, squabbly things, and Kili suspected that their deep-seated discomfort about each other would vanish.

Then again, Kili didn't even know what she was hiding himself. Well. He had ideas, but those wouldn't be…Mahal, Thorin finding out the truth might be the worst possible thing if Kili's worst ideas were true.

He groaned. There went his simple solution.

"Careful you're not thinking too hard there, laddie," Dwalin's voice grumbled.

Kili brought his eyes down from the treetops to grin at Dwalin and Nori. "Too hard? Nonsense. I can't think too hard. I'm an _intellectual."_

"He doesn't actually know what that word means," Nori said in a faux whisper to Dwalin, who laughed as loudly as he dared.

"More like intellectually _stunted,"_ Dwalin added, snorting through chuckles.

"That wasn't even clever," Kili said, rolling his eyes. Of course, he'd be lying if he tried to say that he wasn't laughing just a _little_ bit.

* * *

Kili was plagued with yet another awful night's sleep. He'd managed a few hours, but terrible, restless dreams plagued him. Horrible, churning things filled his eyelids when they closed. Voices and noises so vivid, he couldn't believe they were false.

He awoke in the thin dawn and decided he'd resigned himself to the constant headache twinging behind his eyes. Before he'd stood up, Gwen stopped him with a hand to the knee. "Kili, are you alright?"

"Tired," he replied with a shrug.

She frowned. "Couldn't you sleep?"

Kili shook his head. "Too many dreams. Or maybe I was awake after all. It became hard to tell the difference."

Concern darkened her gaze, her fingers tightening on the fabric of his trousers. "I wish there was…If there was something I could do."

 _Well,_ he thought, despite himself. _Knowing what you're hiding might certainly help quiet my thoughts._ He gave her a pitying smile, patting her hand. "Don't worry so much, love. It's not your fault. We're all exhausted."

She seemed temporarily placated and drew her hand back to begin securing her belongings, folding and tying blankets. Once she looked away, Kili let the smile drop from his lips. Mahal. He was wearing out fast.

* * *

The rain finally came to a stop, but that was perhaps because the trees had thickened around and above them, closing out all contact with the outside world. The path was terribly overgrown, covered in ivy, cracking under the pressure of the mighty roots of trees, but they stuck on it, even as they were forced to duck over and crawl under branches. If anyone even suggested they step off of the path to make their journey easier, Gwen would remind them of Gandalf's words, and they would press on.

Kili had well since lost all concept of time, but he was hungry. It seemed they all were. The decision was made to stop for a quick midday rest and finish off the fresh fruits and raw vegetables they had brought before they went bad. It wasn't a fine meal by any means, but at least it took an edge off of the numbness soaking into Kili's mind.

He was chewing on a raw potato, his eyes glazed into the distance when he heard Gwen and Thorin speaking. This was enough to break through the haze on his mind, and he stood cautiously, looking around for them.

"It's barely midday," Thorin was saying dismissively.

"How do you know that?" Gwen asked. She looked annoyed.

Thorin eyed the canopy of branches. It was dark but no darker than it had been before. A slight light trickled through, barely enough to see their feet with. "It is still light."

"Hardly! That's the moonlight."

Kili blinked. Moonlight? Was it night? He peered anxiously upwards. He couldn't see a difference from the day. He was exhausted, of course, but he always was exhausted. He couldn't tell. Didn't know.

"You don't know that," Thorin scoffed. "We haven't time to waste."

"Waste? It would not be a waste. We need to rest, Master Dwarf." Gwen seemed rather angry, but then, Thorin did as well.

"I do not feel I need a rest. I feel I am perfectly capable of continuing. Do you feel differently?" he challenged.

"Of course not," she bit back. "I'm not saying this for me, or for you, I am saying this for your kin and your friends." She threw out a hand to the rest of the company who were chewing their various foods, nearly silent and lethargic.

Kili wanted nothing more than to interrupt, but his conversation with Thorin from the previous night rang in his mind. Would that be taking sides?

"They are strong, they'll be fine." The challenge did not leave his tone, and Gwen was never one to back down from a challenge.

"Whatever you say, Master Dwarf."

She turned sharply away from him, stalking away, but Kili managed to catch her as she walked past him. Her eyes were blazing as she spoke, low but angry. "Gandalf set me as the guide for a bloody _reason._ Because I can be—because I've—" she breathed hard, trying to catch control of her temper, and Kili could see her hands flexing in frustration. He held tight to her arm, though, not willing to let her do anything she might regret. "That's _fine,_ then. He can march us through the night, march us through tomorrow and through the next day and the next and the next until we're all _dead_ on our feet, but no one can say that I—"

Kili let his hand slide down her arm to her hand. He understood she was frustrated, but seeing her like this was making him feel sick. He needed her to stop. "Shh."

She looked at him for the first time, actually seeing him through her anger. "Valar, Kili. I'm sorry."

"No," he mumbled. "Don't be."

He tugged her hand with him as he slid back down onto the tree he was sitting at. She fell down next to him. "I didn't mean—"

"Shh," he said again to the panic in her voice. He pressed her hand against his cheek. Her fingers were warm against the clamminess of his skin and he fought back the urge to shiver. "It's alright."

He felt a shaky hand on his shoulder, and her voice was almost scared as she asked, "Are you alright?"

He nodded into her hand, his eyes closed. Her skin was so warm and dry. He missed being warm and dry. "As much as any of us." He kissed her fingers gently, before letting her hand fall away and summing up all of his energy into looking better than he felt. "Don't worry so much, love."

Gwen examined his face, her eyes unreadable. She gave his shoulder another squeeze before she let go of it entirely. He felt suddenly like he was swaying a bit, dizzy and off-balance. "I'll trust you."

That was good, but maybe she shouldn't have.

* * *

Hours droned by. They felt like forever, or a blink, it was fairly difficult for Kili to tell. All he knew was that if he kept his eyes down and made sure he was always on the path, Gwen wouldn't fuss at him.

"Is that…Dawn?"

Balin's voice got him to look up. Indeed, it seemed a warmer light was breaching through the leaves, which were less dense than before. Was it…was it morning?

Well, then, where had the night gone?

"It is!" Bilbo called out sounding both exuberant and horrified. "It's morning!"

"Well…where was the night?" Ori asked, clearly confused.

"We marched through the night," Dwalin said, helping them all realize that was true.

That was…So Gwen had been right. Kili looked to her. Her eyes were steely, but she wasn't saying a word, just looking at Thorin with the rest of them. He seemed deeply invested in making a choice, his gaze moving from the trees and the light to the company.

Finally, he spoke. "We press on."

They all groaned as quietly as they could manage, except Bilbo. "Are you mad? We need…we need a rest!"

"And lose a day of travel?" Thorin said, terse. "I do not think that wise, Master Baggins."

"He's right," Dori added. "We're all exhausted. It's not safe to go on! Right?" He turned to look at Gwen.

She blinked at the question raised, and Kili looked on with trepidation. This could go poorly. However, despite Kili's worries, she grit her teeth, but said clearly, "We can only do as he says." Dori looked aghast, but Gwen continued, "He's your leader. He made a choice, so you follow."

Thorin seemed irritated by this answer, but couldn't find anywhere to protest.

"Mushrooms! I found mushrooms!" Bofur sounded overjoyed. "And they don't taste bad, either."

Kili turned, his eyes going wide. Bofur was crouched on the side of the path beside a tree with dark blue, shiny growths sprouting from its roots and trunk. He had a fist full, and Kili could see him chewing some. Now that didn't seem—

His doubts were confirmed as Gwen flew past him, a string of curses spilling out of her mouth, followed by, "Stop!"

Bofur looked up in confusion and was completely blindsided as Gwen knelt in front of him, smacking the fungus out of his hands. "Spit it out!" Bofur only blinked, and Gwen repeated herself, louder. Unease bubbled up in Kili's gut at the sound of her concern. This seemed bad. Very bad.

The baffled dwarf's mouth fell open, blue mush falling out into his lap. He seemed stunned as Gwen grabbed him by both of his shoulders. "Did you swallow any?"

There was no response. All the dwarves had crowded closer to witness the spectacle, so they all cringed at the sharp crack of her hand across his face. Her slap seemed to knock him out of his own head a bit. "Did you swallow any?" She repeated urgently.

"I think so," Bofur got out, sounding terribly muddled.

"I need you to be sick," Gwen said.

Kili groaned. Oh no. This wasn't going to be pretty.

Bofur seemed unable to understand that question, but he frowned. "My tongue is numb." No wonder his words were so slurred.

"Bloody—" Gwen hissed before she rolled up her sleeve. Mahal. No. Ew. No. "Stick your tongue out."

Bofur did so after a moment, clearly not knowing what was going to happen, and Kili had to look away as Gwen reached for his mouth. Bofur's retching sounds filled the air and they all winced. Kili turned back to see Gwen rinsing off her hand and arm with her water skin, before handing it to Bofur, who was half hunched over his own blue vomit. "Rinse your mouth well. Don't swallow any water until you can't taste any of it in your mouth."

As Bofur fumbled for the water, Gwen turned, shaking the water off or her arm and turning to look at the rest of them. Even though she was on the ground, and the rest of them were standing, the company seemed almost to cower from her. Kili understood why. Her eyes were blazing, her terrible temper on the verge of snapping. She was like a furious snake, raring to strike.

Ori broke the silence, sounding anxious. "What was that?"

"A mushroom," she responded curtly.

"What's it going to do?" Nori asked, morbidly curious, and perhaps a bit horrified.

Gwen shrugged. "Don't know. It could cause hallucinations, or drive him mad." She spoke of it casually, but her gestures were erratic, fueled by adrenaline and irritation. "It may give him a fever, or permanently paralyze him. Of course, it could do nothing; of he might seize up and die in front of us. I have _no way_ of knowing, which is why I told you all not to touch or eat a _bloody thing!"_ Her shout rang through the forest but none of them particularly wished to interrupt her tirade. Albeit, she had reason to be upset, but this was perhaps a little much. "I have rules, and I have rules for a reason," she spat, before turning back to the trembling Bofur.

Some of the company dispersed, mumbling nervously, but Kili stood by as Gwen took in a breath that was probably intended to calm her. "I didn't mean to shout," she said to Bofur, her tone softening. "I'm not angry at you."

He nodded numbly, handing her skin back and tugging nervously at the right flap of his hat, a nervous habit he'd had since Kili had known him. "Everything is spinning."

"No, it's not," Gwen assured him. "You're alright. It'll wear off soon."

"Will it?" Bofur asked, looking unsteadily in her direction.

She didn't respond, instead turning and calling, "Can I get a bit of bread from someone?"

Bombur was at her side in a moment, unwrapping a loaf and handing it to her. She tore off a section, and handed it back, then passed the bread to Bofur. "Try and eat this. We'll have Dwalin help you along, but if you feel you have to, or if something hurts, you can sit down for a bit."

All Bofur could do was nod. Gwen stood, brushing herself off and turning promptly to the company, namely Thorin. "Right, off we go."

"Perhaps we should rest a—"Gloin began.

"No, not yet. We have to press on. Isn't that right, Thorin?"

Thorin ignored her pointed gaze, and turned, letting out a grunt and starting down the path.

Bofur looked up helplessly but was quickly helped up to his feet by Bifur and Dwalin. They trailed behind the company unsteadily, and Gwen would have followed them if Kili hadn't stopped her. "Gwen."

She turned, and suddenly all the rage, all of the indignation was gone. In the thin wafts of sunlight, He could see that she was exhausted. Her eyes were sunken, her skin pallid, her hair slicked to her face with cold sweat. But then, in her eyes, guilt, welling up. Realizing what she'd done. How she'd shouted.

Kili reached up for her head, pulling it down to knock their foreheads gently together. He kept her there, unable to watch the emotions in her eyes. It was too much for him. "It's alright," he mumbled, glad to feel her warmth hadn't left with the haze of the forest. Her cheeks radiated heat, the feeling of her body a vague shadow of comfort against the tumult of feelings in his gut. All he wanted was to be close to her. "We're alright."

Were they? Kili couldn't stop thinking of her and her ears, of her in the forest, of her, her, her-

She nodded slightly against him, and he tilted his head to place a kiss on her cheek, before letting her pull away. She sighed, and after a silent agreement, they pressed on.

* * *

They tripped and stumbled their way through the day. Bofur was barely able to walk, but they dragged him onwards, stopping every hour to let him collapse on the side of the path, moaning about things that weren't there. Gwen and Oin had agreed that he would probably live, once the effects of the poison had worn off.

The sun was beginning to set through the veil of leaves when their dreadful march came to an end. Kili didn't bother eating, despite Gwen's nagging. He couldn't care less about anything except finally letting his eyes closed. Anything to get rid of that swaying, sick feeling and the endless pounding behind his eyes.

The moment he laid down, his body surrendered him into a thin, feverish sort of sleep.

* * *

He was spinning.

No, whirling.

The air was cool velvet and laced with the sweetness of flowered wine and mystery.

Dancing.

He was dancing.

Voices chattered about, a dim rush in the background. Prickling, flowing music trickled through him, ordering his feet and flooding his mind. Flooding his body. His partner was a slip of the night, like silk falling through the air, and they whirled together. Her hands were slight and rough.

His mouth tasted of fine food and wine and the smell and feeling of the air sent a shiver of delight down his spine and a thrill into his gut. Everything was silver and unknown, and he danced, entirely. Inexhaustibly. The night air gave him energy, the cool brushes of his partner's touch in the starlight feeding his hushed breaths.

"You'd rather dance with me than be me," she chuckled.

He tried to hold tighter to her hips, but they slipped out of his grasp as she spun away from him, whipping the breeze into a whirlwind of impossible silvered grace. Gwen had that smile that he loved and hated. The knowing one. But she didn't know. "No."

"It's true. You prefer to make me up than to see what I am."

The girl in his arms was slim and slight, and she fit into him like perfection. She was sinfully smooth but rough, and she smelled perfect.

Gwen looked wrong in the moonlight. Sharp and shadowed and pointed, and strange. His heart twisted. The smell of the air seemed to grow stale in his nose. Suffocating. Sour.

She was beginning to slip further from his hands. Her touches were more fleeting, but on the music tip-toed and slithered, and on he danced.

"That's not me."

It wasn't. Was it?

No matter how firmly it seemed he held her still to look at her, she always dripped away, out of his grasp.

"That's who you made."

No.

"I'll never be that."

"It's _you_ I want."

She laughed. It was cold and made his gut twist so terribly. He was dizzy. Dizzy from spinning. Dizzy from the dance and dizzy from looking between Gwen and her.

"She's gone."

He searched the flickering shadows for the slippery shadow of her.

"I have to go."

No.

"No."

"Goodbye, Kili."

He wanted her. "No." She couldn't go. Not before he found her. He needed her. Needed her like water or air or the sunlight—

He had to find her. Then he could catch Gwen. Or her. Find her. Gwen. Her.

* * *

He woke, bathed in a cold sweat, muggy, musty air filling his chest. He felt fairly disgusting, but at least his headache had faded, and the dizziness was gone entirely. It was dark by now, and the air was filled with the sound of snoring. He could feel his gut aching with hunger, but he wouldn't be getting up for a snack at this hour. No. He needed to get more sleep. He rolled away from Fili, to his other side.

He both saw and felt that the space next to him was empty.

The mush of leaf mold was indented where Gwen's form used to be, but it was distinctly empty. In a flash, all thoughts of sleep were gone and he sat up so fast that he felt faint. That was no matter. He rose to his knees to get a better view, bidding the black spots clouding his vision leave so that he could see her.

Where had she gone? She had to be there.

His eyes locked onto a set of icy blue ones and he froze. "Uncle." Kili's voice was hoarse from disuse, but he tried his hardest not to sound surprised.

Thorin nodded in his direction but didn't say a thing. Kili picked up his water skin with a shaking hand, hoping that would help his thoughts from whirling so madly. The water cleared the awful taste of poor sleep from his mouth, but still left him frantically trying to think of where she'd gone. When he came up blank from that line of thinking, he stood, stepping over dwarves to reach his uncle. Thorin looked up at him dryly, waiting for him to speak.

"Where are the others?" Three were meant to be on watch. Thorin was the only one up. Kili had to admit that he was hesitant to ask about Gwen immediately. Hesitant or afraid.

"They couldn't stay awake," Thorin said coldly.

"You need sleep too," Kili observed.

Thorin made a sound of disagreement, and Kili silently cursed out his uncle's terrible stubbornness. It was going to get him killed someday.

"Where is she?" Kili asked at last.

"I don't know," Thorin said, his eyes darkening at the question.

"What?"

He shrugged. "She sat up awake for a while, then she stood, and walked away."

Kili was beyond aghast, and panic flooded him cold. " _What?_ Thorin, why did you let her leave?"

"She didn't exactly ask my permission," he spat out, responding rather poorly to Kili's upset.

"She—She's alone?" Kili asked, horrified. Thorin didn't respond and Kili flexed his fingers, his heads whirling, his muscles twitching in anticipation. Not only that. A thousand unvoiced fears flooded his head. What if she had decided to run? What if she was hurt? What if she really was an elf and a traitor and this was the night she'd gone to-"Where did she go? Which way?"

Thorin reluctantly pointed up the path, and Kili stood, rushing off without another word. There was nothing to say. Nameless, incomprehensible worry and frustration and fear were swallowing him up from the inside out.

He needed her now more than he had ever thought he would need someone.

She was gone?

He barely heard his footsteps pounding the road, he was so consumed by his own panic, but he pressed on, using the branches hanging down on the side of the road as a support when the dizziness overwhelmed him. He had to find her. Had to catch up with her. There was only so much path for her to be on. He would run across her sooner or later.

The chilling thought occurred to him that this was a dream—or nightmare, rather. He pinched his arm, and it hurt.

It felt like an illusion but more painful than anything.

He couldn't tell if he was really losing his mind. If those shadows dancing along the path were there, or his imagination. If the muffled sounds of creaking or of footsteps were reality, or if it was his ears playing tricks on him. He couldn't trust his senses, couldn't trust his mind. All he could see was the path, under his feet, and that frantic, panicked need to find her before she could leave him behind.

"Kili?"

"Are you real?" he blurted out, stumbling to a stop. It took a moment for his eyes to catch up, but he took in what looked like Gwen. It could have been anything. She was tall and thin. Could be a shadow or a tree branch or an enemy or a figment of his mind—

"Kili, are you alright?"

Her eyes. He sloughed through the darkness until he found her eyes, and felt a shell of tension crack away as he looked at them. They were real. She was real. That part of her was real.

He focused on her eyes, not letting them slip his gaze. "You're real."

She was frowning. "Valar, Kili—"

He moistened his lips before he stepped forward, reaching up to her face, pulling her down to kiss her hard. He lost her eyes, but the heat of her skin was enough to ground him. He fell devastatingly fast back to earth—back to reality. His hands fisted in the texture of her hair, his lips moving desperately over hers as his heart flooded, thudding back to life. He could smell her and hear her and feel her, and she was there.

He found her.

They parted, panting. She had grabbed onto his wrists, and though they were only inches apart, he found her eyes again. They were dark and worried but they were hers. And she was his.

"Bloody hell, Kili."

He didn't respond, and instead, dragged both of them down into kneeling. His legs were too weak and shaking to work any longer. The mud-soaked into his trousers, but she was still there, points of warmth against the choking darkness. As long as he held onto her, onto her eyes, he was alright.

"I'm so sorry."

It was a genuine apology, and he nodded, accepting it. He wasn't completely sure what she was apologizing for, but as she said it, a weight lifted off his chest. "I know."

Her voice shook. "I'm so sorry."

There were beads of warmth splashing onto his hands, and he pulled one wrist from her limp grasp to clasp the side of her face, rubbing away her tears. "I know."

He only succeeded in smearing them around her face, but she leaned into the touch anyway. Kili settled his forehead against hers, letting his eyes fall closed. She shook with sobs, and it was all Kili could do to breathe, and let his mind sputter back into working order.

She was sorry. What for?

For running? For deceiving? For shouting? For hiding herself? For being unable to tell him?

Or perhaps, for all of those. Or none of them?

He forgave her though. He did.

With his muddled mind somewhat more in check, he pulled away slightly, keeping his hand cupping the side of her face. She sniffed and looked up at him. He tried to smile, but it came out weak. He wouldn't do her the dishonor of giving her a fake smile now. It was all darkness, save that prick of light, and that's what she would see on his face.

He pulled his sleeve over his hand. "Here." He did his best to wipe the tears off of her face. It was mostly a failure, but it was all he really could do. "Bilbo would swoon if he knew I didn't have a handkerchief to offer you."

She laughed. A real laugh that was coarse and shuddering, but it lit her face up through the tears. She pulled away from his hand, swiping at her running nose with her sleeve.

Kili let out a breath of those awful feelings as he took her in. Her eyes were swollen and red, her face flushed with crying, but she was smiling. That was enough. That was all he needed. "Gwen."

She looked up, and he took both of her hands, squeezing them as tightly as he dared. He wasn't letting her go. Swallowing all sense of propriety or reason, he began the string of thoughts that had been bubbling up in his mind. "This whole time, I've _asked_ you to tell me. But I promised myself I would never tell you to. Never demand it." She nodded in understanding, and he pushed down his guilt. He needed this. "But I'm breaking that promise. I need you to tell me. I need to know, Gwen."

"I know," she said softly. "It's time." He nodded in agreement, and fell silent, watching her carefully. She was staring at some point past him, and her fingers tightened in his. "I know, I'm just…I can't."

"Yes, you can," Kili urged softly.

"I can't," she insisted, louder this time. "I'm afraid."

"Look at me," Kili said firmly. She couldn't help but obey, and he held her gaze. "I'm not going anywhere." He gave her hands a squeeze to remind her of where he was. "I promise. I'm right here."

"I know. It's just…if I say it, it makes it real, aye?"

Kili couldn't help but smile at the sound of his own words off of her lips. "I know," he assured her. "It's frightening. But it already is real. And I haven't run. And I won't." She nodded slightly, but the words stayed trapped behind her lips. Heartbeats passed. He finally urged, "Tell me, Gwen."

"I never lied," she admitted. "I never…As far as I know, I didn't. I never meant to…"

"I know," Kili said. "I believe you."

She nodded, her eyes flickering to his for affirmation. "I…My mother was as I told you. I didn't lie about her. She was a Rhunish woman. A human. But my father…" she gazed out at the forest around them. At the shadows, and the leaves and the strange noises. Her voice seemed tiny in comparison to its magnitude. "He was born and lived here, in this forest, until he met my mother. He was a Silvan elf." Kili didn't say a word but felt a tiny, almost nonexistent hope inside him die. While he was confident that he wanted the truth, and he half suspected he's known all along, she was right. Saying it did make it real. "Which, by blood means that I am a…Silvan elf." She struggled with the words but got them out. She whispered them as if they were a hideous secret.

They both took a moment to breathe and comprehend this. Kili wasn't sure exactly what he was feeling. It was too tumultuous a mix of things. Of feelings, of thoughts, but her hands were warm and rough and served to keep him there. Keep them connected. They were both squeezing so hard that their fingers hurt, but they couldn't loosen their grips, lest they both drift away.

"Like I said," Gwen got out. "I didn't lie. My father was forced to choose between his people and my mother, and he chose her. He was banished, and they fled to Rhun together. A few years later, I was born. I've only stepped foot in this forest once in my life," she explained. "That was one hundred and seventy-one years ago." Mahal below. That was _quite_ a few years ago. She was _old._ "I swore I would never come back, but it appears the Valar had other plans for me."

She didn't see Kili's sympathetic look, but as silence fell, he found a way to break it. "How old are you?"

A rueful smile fell over her face and she looked almost sheepish as she admitted, "Four hundred and thirty-four."

It took him a long moment to fully take that in. Four hundred and…"That's older than _Thorin,"_ he breathed, not quite believing the words. The hands in his suddenly had more gravity. Over _four hundred_ years old. "You're an _artifact!"_

This made Gwen laugh, the sound of it shattering any dour tension in the air. "You know how to flatter a lass, Master Dwarf."

At one time, Kili may have corrected her formality, but it sounded familiar on her tongue. He laughed at himself, still in awe. "Are you immortal?"

Gwen sobered slightly. "I am, right now, I suppose. It sounds curious when you say _immortal._ Really, I just won't die of old age."

"Right now?" Kili repeated.

"I don't know," she prefaced. "I'm not sure of any of it, but I've heard that the half-elven are given a choice."

"Between mortality and immortality?"

She nodded.

Kili whistled in awe. "That's quite the choice."

She chuckled. "Aye, I'm aware."

"What are you going to choose?" Kili asked, leaning in. Immortal…That was….So strange, but so incredible. She could still be alive at the end of all days. But then, wouldn't that mean she would outlive him by a few centuries? His heart twisted unexpectedly at the thought. Images of her, in ages to come, without him by her side flashed into his head and he cringed. He didn't like that one bit.

"I don't bloody know," she laughed, seeming taken aback by the boldness of his question. "I only recently learned about all of this. I haven't had time to think." As her laughter faded, she grew more contemplative. "I suppose…before, I didn't think I needed to even wonder. All I had was being alive, keeping myself alive from day to day. Escaping death gave me the energy to keep on living. Why would I choose to doom myself to death?"

"If that was before, what are you thinking now?"

She chewed on her lower lip. "I…I don't know."

She didn't know? Had things changed? He tried not to think too much about how he wouldn't mind being the one who changed her thinking.

She looked up at him sharply. "You have an excellent way of mucking things up, you know that, Master Dwarf?"

He couldn't help but laugh at that. "Oh, hush. You adore me anyway."

"I think I do, yes."

He froze. What.

What?

"What?"

She was straight-faced, but her eyes were glittering with something Kili couldn't name, a smile trying to tug at her lips. "I think I do love you." It looked like she was just realizing this, and this realization was making her smile. Through the puffy, swollen eyes, and sunken cheeks, she was managing to absolutely _glow._ "I might."

"Don't you mock me like this," he warned, trying to stamp down the viciously vibrant feeling bubbling up in him.

"I'm not!" she protested. She looked up at him with something akin to curiosity or pure panic. "Look, I'm just as shocked as you, but it…It may be true."

Kili was on a similar page. "Gwen, are you sure?"

"Do I _sound_ bloody sure?" she said, sounding more and more frantic. "Kili, what do I—"

"I love you," he blurted out.

"You what?" she said, her eyes wider than he had ever seen. She took in a low breath as his words trickled into her head. "Why didn't you _say something?"_ she hissed as loudly as she dared, once she finally understood. She sounded horrified, but there was a smile, unlike any Kili, had seen on her face.

"I…Look, Gwen, I—"

She ripped her hands out of his grasp, to hold her head, her eyes wide and panicked. "Valar, what have I done? What have we done? This is terrible—"

He grabbed her hands, stopping her from swaying or speaking and he held her gaze. "Gwen." She waited for him to speak, and he made sure it was completely true before he admitted, "I love you."

She still looked like she was thinking far too fast, and it sounded like she didn't want to tell him, but she said, "I love you too."

That was all he needed to hear. The exhaustion of the forest fell away and he was _elated._ Nothing mattered except the fact that she was looking at him like she loved him, and he knew he loved her. Kissing her was easier than anything. She was warm and she loved him. They parted panting in disbelief, holding onto each other.

They were breathless and panicked, and more than a little bit terrified, but they had each other.

Could this really be happening?

Once he had his thought more in order, Kili found himself saying, "Fili was right."

"You told _Fili?"_

"Not so much told," Kili amended. "He just…knew."

"How much does he know?" Gwen asked, her tone serious and worried.

Kili pat her hand that fell onto his knee. "Nothing about that. Don't worry."

She let out a relieved breath and sat back. In the space between them, Kili felt reality rush back into place a little more. They were still quite happily in their bubble of feelings but Kili was peering out through the bubble and he didn't like what he saw.

He looked back to the girl in front of him, who was beginning to peer out of their haven with equal trepidation. "Can I see them?" Kili asked softly. This was the final straw. He'd only seen her ears once, and it was silly, but…He felt like he had to see them again. His curiosity was too much.

Gwen understood what he meant immediately, and while she looked a bit uncomfortable, she pulled her hands away from him, lowering her scarf. She combed her loose hair back with her fingers revealing her slender neck, and of course, her ears. She shivered almost imperceptibly as he leaned forward to look.

It was curious. He'd thought about it for so long, imagined, remembered, but they really were just…ears. She had them adorned with worn-down gold and silver pieces, cuffs and piercings, and they were pale and pointed, following the sweep of her cheekbone. Delicate and not entirely out of the ordinary, if he was being honest. Something so simple, so small now, had plagued him for so long.

He'd pushed it away and panicked and demonized it, but then, it really was just a part of her, wasn't it?

She looked like she was afraid of what he would say, but he only smiled. "Beautiful."

"What?"

"They're beautiful," he repeated, genuinely.

She flushed and dropped her hair back down to cover them. Kili replaced her hands, reaching up to tuck the hair behind her ears. It was a way he wasn't used to seeing her, unshadowed and bare. It was strange, but he liked it. "You're beautiful and they're a part of you," he said, shrugging. "I like you, Gwen. And I hardly think the shape of your ears or the blood of your father could change anything like that."

"I don't deserve you." Her words were almost too quiet to hear, but they hit him hard in the gut.

"That's not true," he admonished. She started to protest but was cut off. "We quite deserve each other," he said gently. "I think we've earned each other at this point."

This made her smile, and he considered it a victory.

He simply watched her as her eyes slid closed. She just breathed, and Kili was amazed. She really was wonderful. And his. He thought, at that point, that he deserved to call her his.

Of course, every moment of peace had to come to an end sooner or later, and it seemed sooner was to be the choice of that moment. "What are we going to do?" She asked softly. Hopelessly.

Kili sighed. "About what?"

She cracked her eyes open. "Any of it? All of it?" He didn't have an answer but had to watch as fear flooded into her gaze. Fear, darkness, and a whole other wave of things he wished he could get rid of entirely. She shook her head. "This is bad. This is so terrible."

"No it's not," he protested weakly.

She didn't look angry, just hopeless. "I try not to lie to you; I would have you offer me the same courtesy, Master Dwarf."

He wanted to reply, but instead only found that pit deepening inside him. He wanted her to be wrong, but was she?

"I'll have to leave as soon as I can."

"What?"

"As soon as we're out of the forest. Once it's safe—"

"Gwen—"

"I have to leave before Thorin finds anything out."

"Gwen." She finally looked up at him, and he took hold of her hands again. "I told you I wasn't going anywhere, and I would have you offer me the same courtesy."

Even throwing her own words back at her couldn't get her to smile. "I wish it could be different, Kili."

She sounded defeated, and he wasn't going to have a single bit of that. "It can be. Gwen, you're talking like we're over when we haven't even begun."

"You speak so hopefully when there is no hope," she retorted.

"Aye, and it's getting tough to keep it up when you've already given up."

His words seemed to sober her, and she took a moment, running a hand through her hair, bringing it back down to hide her ears.

"I swore I wouldn't run. I swore I wouldn't go anywhere. So why are you trying to get me to?" he asked.

"Because I don't want to be the one to ruin you," she admitted, her fingers squeezing his.

"That's not your choice to make," Kili told her gently.

"But—"

"It's not," he continued. "That's my choice to make, and I've made it. Now, will you stop thinking the worst, and stay with me long enough for us to figure this out?"

She gazed at him with trepidation, and doubt. He felt only confidence though. Confidence in this choice. Fili had said it before and he was starting to agree. They could figure it out.

"Why?"

"Because this is worth it."

Because she was worth loving.

Silent voices fought in her for a few long moments. "It's a deal," she said at last.

"What?"

"It's a deal," she repeated. "I agree to stay and try to work it out."

Kili smiled, and dropped her hands, only to hold one out for her to shake. "It's a deal, love."

A slight smile lit up her face, and she took his hand, sealing their promise.

* * *

 _ **Well, I thought this was a fairly exciting chapter! I hope you liked it too. Pleaaase let me know what you thought, as I kind of had to wrestle with this one to try and make it work. So let me know what did and didn't work if you have a moment! Also, we are beginning to diverge from my last story plot-wise. Exciting stuff! I do hope you enjoyed reading this, and again, if you have a sec, I love comments/reviews. Love you all! Have a great week!**_


	12. Chapter 12

**CHAPTER TWELVE**

" _Somebody break these chains wrapped around my heart."_

 _-Shaman's Harvest: "In Chains"_

Kili slept dreamlessly for the first time in a very, very long while. He woke exhausted anyway, but he thought that might have had something more to do with the cloying forest air than anything else.

When he and Gwen had returned the previous night, Thorin's watch was over, and a barely conscious Dori and Oin had taken over, and while Kili and Gwen got curious, sleepy looks, on their return, they weren't questioned. They settled down silently, side by side, and Kili was glad to have the spaces next to him filled. He had Fili, sleeping soundly next to him, and Gwen on his other side. It felt safe.

Gwen tried to leave some space between them, but Kili was having none of that. He was tired and wanted to be warm and comfortable. He set an arm about her waist and pulled her into him, and she just laughed softly as she rolled over, her shoulders fitting easily against him. It was far too dark to see, but Kili was only a bit surprised as he felt a small hand on his cheek, and then warm lips pressing against his in a silent kiss.

 _A goodnight kiss,_ he thought giddily, bubbling warmth swelling up inside him as he squeezed her a bit tighter. The warmth of her kept out all thought of ill reality until he was fast asleep.

He woke wrapped unusually tight about Gwen, his arms around her shoulders, her elbow jabbing into his ribs, but he didn't dare move yet. He had to think a bit before she realized he was awake. There were things he needed to remember. This was his Gwen. She was there. In his arms. She was sleeping against him. Alright. That was reasonable. He could take that in stride.

Of course, it was important to note that his Gwen wasn't quite human, but rather an elf. A wood elf. A four-hundred-year-old wood elf. That was…harder to take in. Harder to believe. It seemed like something—or someone—so old should feel more different to hold, more…historic. But she still felt warm, and fairly bony and just like she always did.

Breathing and alive and _old._

So old.

He always thought he'd have been alright being with an older woman, but he had never considered how far he'd be willing to take that.

And then there were factors there other than just her age. She was a wood elf.

Thorin hated them, they were skilled bowmen, and frightening. That's as much as Kili knew, and the majority of that came straight from his uncle. He'd seen the elves of Rivendell of course, but he had been lead to believe that wood elves were quite different than them. Well, if they were anywhere near as difficult and prickly as Gwen, he hoped they wouldn't be running into any. One Gwen was quite enough to keep him busy.

A wood elf. Pointy ears. Four hundred years old. That was…That was something to wrap his brain around. He couldn't tell if his line of thinking was making him sick with anxiety or excitement.

But then…then, of course, he'd also learned that she loved him. That was somehow the most completely unbelievable part of his memories for the night, but they were the parts he remembered with best clarity. She loved him. At least she'd said so. And he'd said it back. And he loved her.

Mahal, he needed to start having less exciting evenings.

Gwen took in a sharp breath, her sudden awakening startling him. She steadied herself with short, quiet pants while Kili drew himself away from her to give her space, though distinctly he missed her warmth. She blinked up into the gray air, and Kili deduced that her rest hadn't been quite as dreamless as his. He frowned, resting a hand on her arm. "You alright?"

She nodded curtly, glancing at him, then back up to the sky, as if to assure herself that he was there. Another few moments passed before she had gotten her wits about her enough to roll back over to him. Ignoring properness entirely, Kili let his hand rest on her hip, gently pulling her closer.

"What happened?" he asked softly, propping his head up on his arm.

Gwen rubbed at her eyes, still shaking off the dregs of sleep. "It was a dream from home."

Kili nodded slowly, recalling that she had told him something like this before. Repeating dreams. "Darkness?" He guessed.

She hummed in assent, lost a bit in contemplation. "It's…strange. They're getting stronger."

"Stronger?" Kili repeated warily.

"I don't know why."

"Perhaps it's the forest," Kili suggested.

"Perhaps…" Her eyes cast out over his shoulder at the trees, and a frown borne from thought or worry creased her brow. "I…I don't know."

Kili glanced about quickly. Balin and Gloin were awake, and beginning to stir the others into consciousness, but none were looking towards them. This in mind, he leaned forward, brushing a kiss onto the corner of her mouth before she could protest.

He was admittedly quite proud that this got her to smile, even through all her worrying.

Gwen sat up, and Kili let his hand fall away from her as he rolled onto his back, stretching his exhausted muscles with a yawn. Thorin was awake if his ears didn't deceive him, and they'd be walking again soon enough.

* * *

Kili wasn't sure what he had been expecting from the day, but it was much more than what he was getting.

He had imagined that it would be at least a bit different. A bit more interesting, now that he knew who—or what, really—Gwen was. And even more interesting now that they were…in love, or however that was supposed to be said. Were they courting now? Did she want them to be? They had kissed a few times, but what did that mean to her? Kili wished he could have asked, but never found the time. Gwen kept busy, chattering with Ori, Fili or Bilbo. Kili watched her carefully when he wasn't busy with his own conversations.

He was likely just imagining things, but suddenly, she looked more elven than anything he'd ever seen. How had he not noticed it? How had the others not noticed it? She walked like she was gliding, her feet knowing every best step to take in her ancestral home. Every noise caught her attention as if each movement in the forest was a part of her. She mixed with the shadows flawlessly, seeming to disappear into the brush and trees as if she were just another ancient plant growing from the ground. It was curious and unnerving, and Kili didn't dare say a word about it to her. He suspected that she wouldn't like to know that.

The forest was just as miserable as always, and by the time they had stopped for a brief lunch, Kili was very happy to rest his sore feet. His head felt almost cloudy, but he wrote that off too hunger. The bit of bread he got from his pack was growing stale, but it was something to fill his stomach. He had just chased the terribly dry mouthful down with water when Fili tapped him on the shoulder.

Kili looked up curiously. "Hm?"

"Come on," Fili said, jerking his head towards the path.

"What?" Kili said. "Why?" He didn't want to walk more. His feet were entirely too tired for that.

"I have something to show you," Fili said. He was lying, that was as clear as day.

Kili narrowed his eyes in suspicion. "That sounds …odd. What are you on about? Have you been eating mushrooms?"

"Oh, just come on," Fili huffed, grabbing Kili's arm to pull him up to his feet.

Kili wrestled his arm back, but stood, sighing. "You're mad."

Fili ignored his comment, leading them away from the ears of the company, down the path.

"What's wrong?" Kili asked when they were out of earshot.

"Nothing," Fili said. "I just wanted to talk to you in private."

There was a glint in his eyes that Kili didn't like. "Why?"

"Because something happened between you and Gwen!"

Kili groaned. He didn't need to have his brother prying like this. He wanted to tell Fili about Gwen—of course, he wanted to. But he didn't know if Gwen would be alright with that. He would tell Fili. Just not yet.

"It did?" Kili asked, feigning ignorance.

Fili wasn't having a bit of that. "Sod off. You know it did."

"How do you know that then?" Kili asked.

"I can see it on your faces."

Kili raised a brow. "What?"

"I just know you two well enough," Fili said smugly. Kili was still giving him a hard look, so he shrugged, admitting, "Well, that and I woke up last night to find both of you gone. I asked Thorin and he told me you'd gone gallivanting off into the woods. So, the connection wasn't hard to make."

"Oh alright," Kili huffed. "Something did happen?"

Fili smirked, nudging him with an elbow. " _Something?"_

His tone was suggestive, and while Kili was a full-grown dwarf who lived a very mature life, _dammit,_ he still found himself blushing. It was Gelda all over again. Kili shoved him right back, harder. "Sod off, you pervert. Not like that."

"A passionate rendezvous in the forest at night," Fili suggested, disregarding his brother's words completely. "Dwalin would be proud."

Kili almost gagged at the concept of Dwalin knowing anything about any kind of his 'rendezvous.' And then again, he was gagging at the thought of Dwalin having his own…No. Just no.

Fili was full out cackling by the time Kili had erased those thoughts from his mind. "You're disgusting," Kili observed as Fili laughed at his own teasing. "Honestly, disgusting."

"Mahal, you know I'm _joking,"_ Fili chuckled, regaining his composure. "If you two get married, I'll be her brother. And if she's my sister, and you're deflowering her in the forest," Kili couldn't help but cringe at the phrasing. "I'd probably have to kill you," Fili explained. "And since you're my brother, if someone killed you, I'd have to take them out, and well, that just sounds like a terrible mess, doesn't it?"

Kili chuckled, despite himself. He knew Fili was just being funny to put Kili back at ease after all that teasing, and as much as he would have liked to resist, he couldn't. Fili had known him all his life. They knew each others' senses of humor inside and out. It was infuriating and wonderful all at the same time. "Just stop talking, Fee."

"You don't really want that," Fili assured him. "Although I will have to let you talk, so you can tell me what happened last night."

"Nothing happened," Kili lied easily.

"I'm not taking that answer."

"Well, it's the truth," Kili shot back.

"Is not," Fili retorted, shoving him a bit to prompt him into speaking. "Come on, Kee. I'm so bored with this twice-damned forest I'll rip my own eyes out presently if you don't give me something interesting."

"She likes me," Kili admitted. Perhaps Gwen wouldn't be happy with him for sharing that, but he couldn't really care. Fili was terribly convincing, and Kili would have been lying if he said a small part of him didn't want someone to talk to about all of that with.

"Well obviously," Fili replied drily, though Kili could tell by the twinkle behind his eyes that he was fighting back a pleased grin. "Was there some great confession of your undying love? Rending of garments? Tearful outbursts?"

"Not quite," Kili said, rolling his eyes. "She just…Aye. I think we might have something."

"I should hope you do," Fili snorted, clapping him on the shoulder. "I don't know how you're going to make it work." Kili sighed, feeling his head start to ache just at the thought. It was more complicated than Fili could possibly realize. Before he could speak, his brother continued. "But I suppose you'll have to."

Kili let out a breath of relief. Yes. That was right. That was what he needed to hear. Suddenly, he was being wrapped in a firm hug. His brother was solid and so familiar and Kili smiled and hugged his brother just as tight. They parted after a moment, and Kili said, "Thank you."

"Of course. And…" Kili saw a flash of something different over his brother's gaze. "Is that it?"

"What do you mean?" Kili asked.

"Just…is that all that happened?" Fili seemed almost as if he didn't want to ask that question. Admittedly, Kili certainly wished he hadn't.

"Aye, Fili," he chuckled, refusing to let any of the panic that bubbled up inside him show. He didn't like lying very much. Especially not to his brother. "That's all the gory details you're going to get."

He was a bit surprised that Fili just laughed back at that and clapped him on the shoulder. "Oh, aye, whatever you say."

"I'm hungry," Kili told him, feeling his stomach let out a low growl. He tried not to let on how relieved he was.

Fili laughed. "Aye, so am I. Let's get back before your lass has a fit."

His lass. Kili would have complained at his teasing tone, but he couldn't deny that he liked the sound of that. His lass.

They started back towards the company, but of course, Fili couldn't resist the urge to tease more. "So, did you two you know…?"

"Sod off," Kili chuckled, punching Fili's shoulder.

* * *

The leaves crunched under his feet. It was the only sound in the air other than his low humming. The forest was familiarly quiet. Soft and gentle, pulsing like silky warm water over his skin. Darkness wrapped him from head to toe, and he was a shadow, one with the peace around him.

The path that was familiar lead him winding through trees that stood older and taller than time. Wiser than him and wiser than he would ever be. Massive and dark, they were.

He was content.

Content for the first time in far too long.

Content to follow this path, to listen to the humming sound of his own voice, singing a song he didn't know.

The cave yawned wide and dark before him. Like a wraith, he slid from one darkness into another. Now his footsteps echoed over the stone, ringing around his head. His humming boomed louder than before, but it was a rallying sound. He enjoyed its tune. It was like a hundred whispering voices with his.

"Kili?" The sound of metal scraping on the floor.

Gwen.

It was dark, but he saw her like she was lit up by some cold moonlight. Paler than ever, mottled with shades of blue and brown and green. Bleeding from the lips. Curled on the ground, clutching her shackles to her chest with the hopelessness of a prisoner who has resigned themselves to their cell.

"What happened?"

She shook her head.

"Why didn't you tell me?"

No answer.

"How did you get here?"

"Help."

The chains were shifting, and Kili saw they lead far down the cave to something he couldn't see. A trail of unbreakable metal, slinking and scraping as it tightened.

Gwen's eyes were wide with panic. "Help."

"How did you get here?"

The slack was creeping and slinking closer to her. Like a snake winding along the sand, hissing and creeping and clanking, its jaw peeling open wide.

"Help. Help. _Help."_

She wasn't looking but she knew it. She could feel its breath. Hear it nearing her. She knew the flicker of its forked tongue as its whispers grew louder in Kili's humming.

"Help."

Her wrists jerked from her chest as the beast came near enough to snap.

"Help. Help, help, _help, help help helphelphelphelp_

* * *

He blinked up into the sticky night air.

Fili was on watch. Not with him. Awake, sitting up with Nori, talking. Gwen was sitting up against the tree at their heads, her knees pulled to her chest, hands clutching into her loose hair. He blinked again and sat up. "What's wrong?" he croaked, voice sticky with sleep.

She glanced up at him and shook her head. She wasn't crying, but there was a pool of voracious darkness behind her eyes, threatening to swallow him whole. Shifting.

He was holding her before he knew it, nudging her hands out of her hair to grab her face firmly between his palms. He was holding her.

"You should have told me," he marveled, as he looked down at her. Warm and whole and real. Too familiar in the darkness and the moonlight.

"What?" she breathed as she peered at him.

"You should have told me," he sighed, holding her tighter as he let his forehead fall against hers. "Gwen, I want to help you."

She was worried. He could see it in her face. It was like she knew what he meant. Of course she knew though, she was there.

"What did you see?"

He blinked in confusion.

"Your dream," she murmured, her eyes searching his face almost frantically.

"A dream." It had been…It had been that, hadn't it? So why was there such dread on her face? "I…" As he spoke, the dream was slipping away like sand through his fingers. He tangled his fingers deeper into her hair, trying to hold on. "I don't know."

She let out a breath, and her hands came up to hold his wrists gently, but firmly. "Are you alright?"

He nodded against her, exhaustion mixing up his thoughts. However much he wanted to stay awake, wanted to think, he couldn't. Sleep was drawing at his eyelids. "Are you?"

She nodded too.

"I'll help you," he said as she drew his hands away, and pulled back away from him. "I promise I'll help you."

She hummed, but carried on laying him down into his bedroll. "Sleep now."

He shook his head. "You too."

She frowned. "Kili…"

"You too," he said again, holding out his arms. His eyes were already falling closed, heaviness making his head impossible to move. "Please."

She sighed and joined him. She was stiff in his arms and he wanted to ask about it but he couldn't.

* * *

The company was weary, but they managed to wake. Most of them wished that they hadn't. The journey through the forest seemed eternal, but as always, they stood, packed their things, ate what they could, and marched. Kili kept Gwen in the corner of his eye. She looked tired. More tired than usual.

While any hints of jovial conservation had died days ago, they filled the air with complaints. 'Air," Bofur moaned into the humid, sweet fog. "I need air."

"You have air," Gwen mumbled back. Kili couldn't tell if it was supposed to be a joke, but no one laughed.

"Is it lunchtime yet?" Ori asked softly.

"I don't know," Dwalin mumbled. "I cannot see the sun."

It was just that achingly dull, gray light.

"Can't we just rest and eat now?" Bilbo suggested, almost pleading.

Kili expected that Thorin would reply to that, but Gwen got in before he could. "We haven't the time or the food for that," she said. Her tone was tired but firm.

"We have food," Bombur mumbled back.

Gwen turned to look at him sharply, and Kili got a good look at her face over Bombur's shoulder. She was pale, and her eyes were bloodshot. She looked almost ill. Then again, none of them were looking quite well. "How long do you think that food's going to last?"

"Another week," Bombur suggested, shying away from her gaze. "Maybe two?"

Gwen shook her head, and turned, to keep on down the path. "And if we are in the forest for three weeks?"

"Three weeks?" Thorin repeated, suddenly jumping into the conversation. "You said it would take two."

"If we get lost, or attacked—"

"We have a guide," Thorin said to her pointedly. Kili groaned. He didn't need them arguing again. "A guide who has assured me that it would take us two weeks to pass through the forest unhindered."

"Perhaps your _guide_ cannot be certain whether we will remain so unhindered, Master Dwarf.

"Our lives and this quest are depending on your certainty," Thorin snapped. At this point, they had stopped completely, the rest of the company watching the disagreement in unamused dread. They had seen far too many arguments between the two of them borne from little more than mutual dislike.

"Those lives include mine," Gwen shot back. "I am in the most fragile position of all. Do you not think that I know that you would tie me to a tree and let me starve to death if it meant your company would go on with full stomachs?"

Thorin let out a breath. "I would not tie you to a tree," he said gruffly, turning away from her and starting back up the path. "You might tell the creatures of this forest in which direction we'd gone."

Kili cringed but took back a shuffling pace with the others. Thorin was so near to having said something nice. But he just couldn't let Gwen have that satisfaction, could he? He didn't think Thorin would really let Gwen starve.

But then…No.

He wouldn't entertain thoughts such as that. He was hungry enough as he was.

He caught up with Gwen in a moment, as she was still standing at the side of the path, the company marching around her. Kili expected that he might find her fuming, but instead found something a good deal more worrisome. Fili was saying something to her, but she was only responding with a nod. Perhaps he was just seeing things, but it looked like she was almost swaying a bit. Kili's own head was spinning, of course, as it usually did, but he didn't like seeing that she was so affected.

Fili left her with a pat on the shoulder that sent her stumbling a step, and Kili tried not to sound too worried as he approached her. "You alright, love?"

She looked down at him and smiled wryly, reaching up to fuss with the edges of her scarf. Her hands seemed to be shaking. "Fili asked me that too. Of course, I am." Kili didn't really believe that for a moment. He peered up into her eyes, looking for something that she was hiding from him. "I'm tired," she explained, avoiding his gaze.

That sounded honest. Kili nodded slowly, his mind still churning. She wasn't going to say it, but he could tell, something was off. The rest of the company had gone on up ahead, so Kili let himself reach out to take up her hand. He pressed a kiss to her knuckles. They were clammier than usual. "Tell me if I can help."

"Of course," she muttered. It sounded as unconvincing as ever.

* * *

It wasn't an easy day of travel. Not by a very long shot. Exhaustion pooled heavily in Kili's limbs, and it was too hot and too cold all at the same time. The air was soupy and wrought with a strange tension. It felt almost like he had a fever. He kept his head down, as they all did, watching the heels of Fili's boots in front of him, and the toes of Gwen's out of the corner of his eye. She seemed to be doing just as poorly as him. Just as poorly as all of them, really.

The company didn't bother trying to talk. Any conversations ended in an argument or in discomfort. It was the longest day Kili had gone through in quite some time.

He wasn't sure how many hours had passed when he noticed Gwen drifting further away from him. By the time he looked up, she had wandered off the path entirely, about to pass between two trees. "Gwen," Kili called out sharply.

She froze and looked up at him, blinking. The rest of the company came to a stumbling and mumbling halt. "You wandered," Kili told her when she didn't move. "We have to stay on the path, remember?"

Gwen shook herself slightly out of her stupor and started back towards the company. "Right. Of course. We have to stay on…" Just feet away, she stopped, her gaze falling to the ground. "The path."

"Love?" Kili prompted gently.

"The path," she said again, more urgently as her eyes widened in panic. "You're not on the path."

"What?" Fili said.

This sentiment was echoed by the others as they all moved to look down under their feet. As Kili did, his heart dropped. She was right. Under his feet, there was nothing but leaf mold and moss. No stone. No path.

A stream of strange words spilled out of Gwen's mouth as she whirled around, prodding about for a path with the rest of them.

Kili was stunned. "What…What happened?"

"We wandered," Thorin said simply.

"This is not my fault," Gwen said, turning to Thorin, dazed but upset.

"I never said it was," Thorin bit back. "I believe that was you that mentioned that it's your fault."

Gwen was starting to snarl, and Kili rubbed at his eyes. "Childish."

Both of them turned on him suddenly, and if Kili's wits were more about he would have recognized what a bad thing that was.

"Excuse me?" Thorin said, lifting a brow.

"You're childish," Kili repeated, more confidently than ever before. "Both of you. You bicker and you fight like bloody _children,_ getting in digs wherever you can, secret snarks, little victories. You both act like I'm so _terribly_ immature when you're having…having _tantrums_ because you're too stubborn and independent to ever actually work well with another person and it's _so_ daft." Kili took in a breath, surprised a bit by his own outburst. "Daft," he repeated, shaking his head. That wasn't the best word for it, but it was all he had.

"Kili…" Her tone was unreadable, but her eyes were dark. With anger? Upset? He couldn't tell, and couldn't really care. He meant every word he said.

"Path's gone!" Bofur cried out, breaking the web of tension that had formed between the three of them.

"I think it's this way," Gloin called.

"No!" Gwen cried suddenly. "Stop! All of you! Don't leave!"

It seemed reluctant, but the dwarves responded to the panic in her tone.

"She's right," Bilbo added. "She's right. It's growing dark. It's not worth it to wander out there tonight."

"No," Gwen said softly, then louder, "No. We have to find the path."

She was scared. He could see it on her. Feel it. Scared. He would have to ask her about that later.

"Find the—" Bilbo scoffed. "It's too dark to see the path."

"It's barely yet sundown," Gwen shot back.

"How can you tell?" Dori shot back, accusatory.

"I just know, alright?" Gwen huffed.

"We find the path tonight," Thorin said. Kili turned to him in surprise. The shadows rendered him unreadable, but Kili could see in his posture that he was not happy. But then…was he agreeing with Gwen? "Bombur, Oin, Ori, you stay here, as a stationary meet-up area. Start up a fire. We'll be able to see the light for a good hundred yards." Bombur and Ori nodded, going off to fetch firewood, while Oin seemed not to hear the orders. Thorin had straightened and was using his authoritative voice. This was the Thorin Kili knew. The leader. "Fili, Kili, you're together. Head out back down the way we've walked. Not more than half an hour, though, and if it gets too dark to track, come right back." Kili felt his brother take place at his side and nodded. Thorin went through to pair off the remains of the company, himself with Balin, Ori with Dori, Bifur with Bofur, Dwalin with Nori and Bilbo with Gwen. They each picked their directions and agreed to go only as far as they could still see the firelight.

It was a wasteful wish, but Kili did wish that Thorin would have let him be paired with Gwen. She was nervous. He could read it clearly from her which meant that she was _really_ nervous. He wanted to ask her what was wrong but didn't get to say more of a goodbye to her than a swift nod.

"I don't know if this was wise," Fili observed as they set off through the trodden-down path that brought them there.

"I don't understand it myself," Kili admitted, shaking his head. "But if Thorin and Gwen both agreed on it, there has to be something to it."

"I'm just glad they have something they can agree on."

Kili snorted a dry laugh. "Aye. Me too."

They broke their vow to Thorin a wee bit perhaps, but Kili had a strong feeling that they were getting closer every moment. The tracks became weaker and weaker as they followed them back as if the forest itself was trying to erase their presence, but Kili was able to hang onto the trail long enough to find the road again. It cut steeply up a hill, and it seemed that they had somehow missed this entirely, wandering off instead through a deer-path. A daft mistake, but an honest one.

Kili and Fili's spirits were certainly a bit lifted as they made their way back, leaving as many markers as they could to help guide them back later on, when they had the rest of the company. Broken branches, arrows of rocks, scored tree trunks. They knew that they would need all the help they could get not to lose their precarious trail.

"Do you hear that?"

Kili stopped in his tracks at his brother's question, listening hard. Fili stopped as well, and in the silence, over the chirping of strange birds and bugs, he heard voices. "Aye. Does that sound like Gwen and Bilbo to you?"

Fili nodded. "We'd best go tell them we've found the path."

"No," Kili said, stopping him before he could start towards their voices. "We have to follow our own tracks back, remember? We'll be lost if we wander."

Fili's eyes widened in shock. "Oh. Aye, of course, Kee." He shook his head. "Can't believe I forgot."

Kili gave him an assuring smile. "These trees have gotten all of us thinking poorly."

Fili returned his smile weakly, and they pressed on down the trail further. The voices grew stronger. "It seems we might run into them anyway," Kili said once a few minutes had passed. "Should we call out? It might be safer if we went back together."

"Something sounds off," Fili observed, coming, once again, to a wary halt.

"What do you mean?" Kili asked, lowering his voice in suit.

"Just—Listen."

Kili did as best he could. They weren't speaking loudly so Kili couldn't make out their words, but it seemed as if they were just having a regular sort of conversation. "I don't—"

"No, it's there. Something's off with Gwen."

"Oh." He didn't like that one bit. "Off? What do…" He heard it. An odd lift to her tone. One that he hadn't heard before.

"Should we listen in?" Fili asked.

Kili was already moving to do just that. He motioned for his brother to follow him as he crept forward through the woods, closer to the voices. Fili rarely approved of Kili's eavesdropping ways, but it seemed he was making an exception this time.

"Come on," Gwen prompted. "You must have…"

They were still too far to catch the end of her phrase, or Bilbo's low response, so they kept moving until the pair was in sight. They were barely visible, in the growing shadows of the sunset, but Kili could see they walked side by side, slowly, back in the direction of camp.

"Really," Bilbo insisted as they came clearly into earshot. "There really wasn't much trouble."

"There's no need to be humble, Master Hobbit," Gwen chuckled.

"I assure you," Bilbo chuckled back, almost sounding nervous. "There is no…ah, false humility here."

"Now, Bilbo, don't make me accuse you of lying."

He exchanged a look with Fili. That was…Not Gwen-like. Too forward. Too forceful.

Bilbo was clearly growing uncomfortable. "A good Baggins like me? No, no, my dear, you wouldn't…"

"A good Baggins like you," she mused. "No, no of course. You wouldn't lie. Certainly not."

"Right you are," Bilbo chuckled

Fili and Kili hurried along another few feet to keep up with them.

"So, I can expect that you'll answer a question for me honestly, Master Bilbo."

"That—Yes," Bilbo stuttered. "I can't imagine why I wouldn't."

Gwen stopped dead and Fili and Kili tried not to trip over themselves in their haste to stop without being noticed. It seemed they were successful, but now they were close enough to see Gwen fix Bilbo with a searching gaze. Almost…predatory. She dropped into a crouch, bringing her eye-to-eye with the hobbit. "Tell me, Bilbo, what is it you're hiding?"

Bilbo was taken aback. "Wha—You—What do you mean?"

Kili recalled suddenly, the conversation they'd had back at the carrock, seemingly weeks ago. She'd said Bilbo had seemed off somehow. Uncomfortable. Was this her following through on that? It seemed…Strange. What was this fixation she had?

Her tone was light. Too light. "I believe you know what I mean."

"No, no," Bilbo said. "I really don't. Now, don't you think—"

"What have you got in your pocket?"

Gwen's tone was chillingly calm. Something bad twisted in Kili's gut. Bilbo's pocket. He'd noticed something about that too, but it had just been an acorn, then. But if it was just an acorn, then why was Gwen asking about it like this? And why was Bilbo taking a step back in fright?

"I…" He laughed again, but it was shaking. "Nothing."

"Good Baggins like you," Gwen said, standing back to her full height and closing the distance between them again. "You should know that it really isn't respectable to lie. Especially when being asked _such_ a simple question. Now, why don't you just tell me what it is?"

"Why do you need to know?" It came out almost as a squeak.

He felt Fili grip his arm, but Kili couldn't look away. That was…This wasn't Gwen. She was looming and shadowed and _frightening._

" _Give it to me—"_

A branch snapped, and Kili jumped about half a foot in the air. Gwen's gaze snapped up, and Kili knew that she saw them. An almost imperceptible shiver passed through her as she locked eyes with him. She didn't acknowledge him further, but something had quite suddenly changed in her.

It was as if the shadows that held her slipped away as she fell back into a crouch before Bilbo, who was still flinching away. "Bilbo."

Even just in her voice, she was an entirely different person.

Bilbo lowered his defensive arms. "What…"

"I'm sorry," Gwen said, shaking her head. The grip on Kili's elbow loosened, and he could glance over to Fili. He was frowning. "I'm sorry," she said again. "I don't know what…what that was."

"It's…It's quite alright," Bilbo managed.

"I…" Gwen let out a breathy laugh, releasing more tension away from them with her breath. "It's this forest. I'm…"

"Don't worry about it," Bilbo chuckled in turn. He sounded shaken, but not so afraid as before. "We're…None of us are feeling quite up to snuff, are we?"

"No. We are not." She stood, looking over at Fili and Kili through the branches. "Well, look who we have here!"

Fili had to thump him on the back for Kili to acknowledge that this was their cue. Just as Bilbo turned, they pushed through the low hanging branches, plastering smiles to their faces. "Fancy meeting you here," Kili called as they neared.

"Hello," Bilbo greeted, smiling grimly.

"I thought you were supposed to be following the trail back," Gwen said.

"We did," Fili explained. "We found the road. We're just on our way back to let you lot know."

"Well, I guess that makes our job a mite bit easier," Bilbo chuckled.

"Come on," Fili said, coming forward to clap Bilbo on the shoulder. "Let's head back to the others." Bilbo seemed happy to be lead away, but Fili gave Kili a look over his shoulder as they started.

Kili nodded, understanding without needing explanation. He and Gwen stayed back, listening to Fili's jovial conversation with Bilbo retreat.

"For someone as thickheaded and dwarven as you, you are _so_ bloody sneaky," Gwen said, breaking the silence.

Kili rubbed at his eyes. "What in Mahal's name was that, Gwen?"

"I don't know." All of the humor had left her voice, and she was left sounding hollow.

She looked almost sick, and Kili couldn't help but pity her a bit. She did appear genuinely distraught. He pulled close to her, placing a gentle hand on her arm. "Just…What _was_ that?" he asked again. "I've never seen you like that."

She shook her head. "Kili, I…I don't…That's never happened before." She took in a shaking breath.

He searched her face to try and see what was going on but came back blank. "I think you have some idea of what that was."

"It's…" She struggled to find the words. "It's never been this strong."

"What has?" he prompted.

"The call," she said, softly, as if too afraid to say it louder. "The voices. The dreams. The…pull."

"The dreams?" The ones she had told him of? The repeating ones of shadow and darkness?

"I don't think I…Bilbo. He's been odd ever since the goblins. Or…I've heard things. Felt this pull. Curiosity."

Kili nodded slowly. "You mentioned at the carrock that something seemed odd."

"I don't know if I was seeing things. Of if it was the dreams or something else. But…Something came over me." She was beginning to grow more confident in what she said, and Kili didn't dare interrupt it. "It's been growing, but all of the sudden, I _needed_ it. I needed to know what it was…What he's been hiding. I never meant…"

"I know you didn't mean to," Kili assured her. "That…that wasn't you."

"I don't think it was."

She was scared. Scared of herself, or something else. "Don't be frightened," he told her, giving her arm a squeeze.

"You saw me," she said back sharply. "You saw…you saw what I did. And I did too. It was like I was out of my body, watching. Just…Watching it happen, and not stopping. I couldn't…" she trailed off, swallowing back her words. He felt her arms twitching in his hands as if she wanted to fidget, but she just shook her head instead. "It's over now." Kili gave an agreeing nod. "I'll have to apologize to Bilbo again later," she sighed, shrugging of Kili's grasp to fuss the edge of her scarf.

"Perhaps," Kili said. "He seemed a bit shaken."

"Of course he was."

She looked like she was about to go back towards the others, but he halted her with a phrase. "Are you alright?"

Gwen stopped, and turned back to him, searching for an answer in the trees around them. "A storm is coming," she observed softly.

Kili frowned. "Do you mean literally, or…?"

"Both," she shrugged. "You can always feel storms coming from miles away. That's the really dreadful thing about them." Kili took pause, letting the feeling of the air wash over him as she spoke. "You can see it in the leaves, smell it in the breeze, feel the tension in the air and down your spine."

She was right. The wind was insistent but warm. Heavy.

"You can feel it coming, growing worse for hours or days, but you never…you never know…"

She trailed off, and Kili offered, "When it's going to break?"

She nodded.

Kili took in a deep breath of the air. The storm was distant, but she was right. It was coming. "Don't you like storms?" he asked, drawing her attention away from the canopy, back to him.

"No. Not much."

She didn't give him much to work with, but Kili was determined that he could lift her spirits some at least. "You know, it's curious. I hate being helpless. Always have. When I was young, I was terrified of storms. I hated them. When we heard one coming, Ma would lock the doors, and close the windows, and try to keep me from noticing it, because I would get so bloody _angry_ at how scared I was. Screaming, kicking, crying."

"Kili," she began exasperatedly. He could hear in her voice that she thought he was just telling a fairy-story to try and make her feel better. That was only partially true.

He shushed her, to the rolling of her eyes, before he sat down on the ground with a thump. She followed a moment after, and Kili felt much better settled. "Of course, one night, a storm broke right over us. A terrible thing. Driving rains, the loudest thunder I'd ever heard. I started my usual fit, but Thorin was over that night." Gwen grimaced. "And believe it or not, he wasn't too happy to see me terrorizing my brother and mother over something so silly as a bit of rain. So, he threw me over his shoulder, and took me outside."

"Ah, so he was always gentle and loving," Gwen noted, sarcasm dripping from her voice.

"Naturally. Now, at first, I was paralyzed with fear. I was so small, and it was so loud and violent, and uncontrollable, and just…scary. Thorin sat me down in the mud and sat next to me. He was just looking up at the storm. I tried to talk, but he wouldn't let me. He just kept telling me to look, to listen, and to feel. That was it. He said it over and over again until I'd stopped sniveling enough to look up at it. To _really_ look at it."

Kili paused as the memories wrapped around him, close and warm. His uncle had cut out a massive silhouette around the unnaturally dark skies, and to Kili, he had always looked invincible. Like a mountain. But then, there he was, surrendering to the wet and the wind and the flashing lights. Just letting it wash over him. Relaxing into it because that was the only choice. Taking it in stride. As he always had.

"And?" Gwen prompted softly.

He smiled at her as he snapped back out of his memories, reaching out to pat her hand. "I realized that the storm was going to be there no matter how much I kicked and screamed. So if I just…just let it be, and myself be, and I just let it happen, I'd be happier." She was gazing at him with a soft, expectant look that made his stomach bubble warm, along with the soft feeling of fond memories that had filled him. "Now that's a lesson I'm still working on," he chuckled. "But at least thunder and lightning don't scare the life out of me anymore."

The smile she was giving was enough to melt him for the moment that it touched her face, but it turned down into guilt far too fast. "I'm sorry for earlier."

"Earlier?"

"With Thorin," she explained reluctantly. "You're…I was being childish."

"You both were," Kili corrected her, shrugging. "You bring out the worst in each other."

"I swear I'm not trying to antagonize him," Gwen said hopelessly.

Kili laughed, starting up to his feet. If they didn't get back soon, the others would worry. He offered her a hand. "Just wait until he finds out that I'm courting an elf."

She cringed at the blatant use of the word as she took his hand, but her attention seemed more drawn to another part of his statement. "Courting? Is that what this is?"

"Well, I don't know what else it would be," Kili admitted, looking up at her. Her eyes were still sunk in dark, her skin dull, but she had regained some of the vitality of her step that he loved.

"Courting implies an intent to marry," she informed him, half laughing.

The others be damned, Kili stopped both of them dead. "An intent that I have."

She never looked too clearly shocked, but this was one of the times when he'd probably surprised her the most. "What…"

He tapped her chin, closing her mouth. "You'll catch flies," he teased gently. He couldn't help but smile at how confused, astonished and worried she looked. "Of course I want to marry you." He hadn't said it or really thought it out loud before, but he somehow knew it was true. He didn't even have to wonder about it. She was his Gwen. How could he want anything her by his side for a lifetime?

They got along very well, after all. Made each other laugh. Argued well, and then made up well. He couldn't really imagine what more he'd want in someone to marry.

"There are…There are so many problems that come to mind, even just hearing you say that, Master Dwarf."

"Don't worry about those," he said dismissively, grabbing her around the waist to pull her closer. He glanced behind him until he found a protruding root, then backed up until he could stand on it, bringing the, eye-to-eye height-wise. Gwen laughed at his hijinks but fell silent as he brushed his nose against hers fondly. "Come on, love. Tell me. Don't you want to marry me too?"

"You're manipulating me."

"That's not what I asked," he said with a grin. He could already see the answer in the crinkle of her eyes, in the smile tugging at the corner of her mouth. He tamped down his questions and his doubts and his fears. Those could be worried about later.

"You are using your masculine charms to influence my decision," she defended ardently.

"Masculine charms," he mused, letting a hand slide lower to give her backside a gentle pat.

Her reaction was worth any amount of scandal, as she yelped, slapping him on the chest, and trying to squirm out of his grip. " _Kili!"_

"Hush," he laughed, trying to keep his own voice down, and holding her firmly, closely about the waist. Against him where she belonged. "Someone will hear."

"You are—"

"You haven't answered my question," he reminded her.

She was still flushing, but she admitted, smiling against her will, "Aye, of course, I want to marry you, you daft bastard."

This sent a brilliant shiver up his spine, and he hushed her following arguments against the practicality of their union with a firm kiss. She melted into it, her fingers wrapping up his sleeves in a delighted gasp.

"Perfect," he breathed into the sliver of space between them when they parted.

She was giddy enough to let out merely a breathless chuckle in response.

Kili let himself revel in their closeness for as many heartbeats as he dared before he knew he had to return to camp. He lifted his forehead away from hers to tap it gently back against hers. She cringed, but Kili grinned. "You better get used to that, love."

They parted as she grumbled about the stupidity of that particular dwarven custom. Kili didn't mind. He'd do it anyway.

"I'll have to get you some proper courting braids," he observed as they made their way back through the thickening darkness.

"Why?" She asked, sounding amused. "No one will see them."

"I'll know they're there," he explained with a shrug. "Besides, I'm hoping that eventually, you won't have to wear that scarf at all."

This made her breath catch, almost unnoticeable, but she hummed in agreement.

* * *

 _ **Hey all! I apologize if the editing on this one is a little rough. I'll go back to it later, my time resources are just at an all-time low right now. Noting that, let me know if you see any glaring issues or typos. I hope you enjoyed this chapter! I think it's fun. If you have a sec, let me know what your favorite part of the chapter was! I love to hear from y'all. The next chapter is an incredibly important one, so stay tuned. Thank you for reading and commenting, and I'll talk to you all next week!**_


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